0001047469-14-005098.txt : 20140521 0001047469-14-005098.hdr.sgml : 20140521 20140521163721 ACCESSION NUMBER: 0001047469-14-005098 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 24 FILED AS OF DATE: 20140521 DATE AS OF CHANGE: 20140521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Adeptus Health Inc. CENTRAL INDEX KEY: 0001602367 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 465037387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-196142 FILM NUMBER: 14861195 BUSINESS ADDRESS: STREET 1: 2941 SOUTH LAKE VISTA STREET 2: SUITE 200 CITY: LEWISVILLE STATE: TX ZIP: 75067 BUSINESS PHONE: 9728996666 MAIL ADDRESS: STREET 1: 2941 SOUTH LAKE VISTA STREET 2: SUITE 200 CITY: LEWISVILLE STATE: TX ZIP: 75067 S-1 1 a2220259zs-1.htm S-1

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TABLE OF CONTENTS Prospectus
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on May 21, 2014

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Adeptus Health Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		8060 (Primary Standard Industrial Classification Code Number)		46-5037387 (I.R.S. Employer Identification Number)

2941 South Lake Vista, Suite 200
Lewisville, Texas 75067
Telephone: (972) 899-6666
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Timothy L. Fielding
Chief Financial Officer
2941 South Lake Vista, Suite 200
Lewisville, Texas 75067
Telephone: (972) 899-6666
(Name, address, including zip code, and telephone number, including
area code, of agent for service)


With copies to:
Joseph H. Kaufman, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000		David C. Lopez, Esq. James D. Small, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(2)




Class A common stock, par value $0.01 per share	$100,000,000	$12,880

(1): Estimated solely for the purpose of calculating the registration fee under Rule 457(o) of the Securities Act.
(2): Includes shares subject to the underwriters' option to purchase additional shares, if any.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated May 21, 2014.

Shares

Adeptus Health Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Adeptus Health Inc.

We are offering of the shares to be sold in the offering. The selling stockholders are offering an additional shares. We will not receive any proceeds from the sale of the shares being sold by the selling stockholders.

Prior to this offering, there has been no public market for our common stock. We estimate that the initial public offering price per share will be between $ and $ . We will apply to list our common stock on the New York Stock Exchange, or the NYSE, under the symbol "ADPT." After the completion of this offering, certain of the owners of Adeptus Health LLC and holders of shares of our Class A and Class B common stock will collectively hold interests representing % of our outstanding voting power. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the NYSE. See "Underwriting" for a discussion of the factors to be considered in determining the initial offering price.

We are an "emerging growth company" as that term is defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, and, as such, have elected to comply with certain reduced public company reporting requirements in this prospectus and future filings. See "Summary—Implications of Being an Emerging Growth Company."

Investing in our common stock involves significant risks. See "Risk Factors" beginning on page 21 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total




Initial public offering price	$	$

Underwriting discount(1)	$	$

Proceeds, before expense to Adeptus Health Inc.	$	$

Proceeds, before expense, to the selling stockholders	$	$

(1): We have agreed to reimburse the underwriters for certain Financial Industry Regulatory Authority, or FINRA, related expenses. See "Underwriting."

To the extent that the underwriters sell more than shares of our Class A common stock, the underwriters have the option to purchase up to an additional shares from us and the selling stockholders at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares of Class A common stock on or about , 2014.

Joint Book-Running Managers


Deutsche Bank Securities		Goldman, Sachs & Co.

The date of this prospectus is , 2014.

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TABLE OF CONTENTS

Prospectus

		Page

Market and Industry Data		ii
Presentation of Certain Financial Measures		ii
About This Prospectus		iii
Summary		1
Risk Factors		21
Special Note Regarding Forward-Looking Statements		51
Use of Proceeds		53
Dividend Policy		54
Capitalization		55
Dilution		56
Organizational Structure		58
Unaudited Pro Forma Financial Information		63
Selected Historical Consolidated Financial Data		71
Management's Discussion and Analysis of Financial Condition and Results of Operations		75
Business		98
Management		123
Executive Compensation		129
Principal and Selling Stockholders		140
Certain Relationships and Related Party Transactions		142
Description of Indebtedness		147
Description of Capital Stock		149
Shares Eligible for Future Sale		154
Material United States Federal Income and Estate Tax Consequences to Non-U.S. Holders		156
Underwriting		160
Legal Matters		165
Experts		165
Change in Independent Registered Public Accounting Firm		165
Where You Can Find More Information		166
Index to Financial Statements		F-1

Through and including , 2014 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

We, the selling stockholders and the underwriters (and any of our or their affiliates) have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who obtain this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside of the United States.

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MARKET AND INDUSTRY DATA

This prospectus includes industry data and forecasts that we have prepared based, in part, on information obtained from industry publications and surveys and internal company surveys. Third-party industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, including the American College of Emergency Physicians, or ACEP, a professional organization of emergency medicine physicians that publishes reports relating to emergency medical care, the American Hospital Association, or AHA, a national organization that represents, serves and advocates for nearly 5,000 hospitals, health systems, networks and other providers, and Press Ganey Associates, Inc., or Press Ganey, an independent healthcare advisory services and consulting organization. References to the ACEP National Report Card may be sourced to the ACEP Annual National Report Card released in January 2014. References to AHA Annual Survey data may be sourced to the AHA Annual Survey of Hospitals released in 2013.

The statements regarding our market position in this prospectus are based on information derived from market studies and research reports cited above and elsewhere in this prospectus. Although some of the companies that compete in our markets are publicly held as of the date of this prospectus, some are not. Accordingly, only limited public information is available with respect to our relative market strength or competitive position. Unless we state otherwise, our statements about our relative market strength and competitive position in this prospectus are based on our management's beliefs, internal studies and our management's knowledge of industry trends.

PRESENTATION OF CERTAIN FINANCIAL MEASURES

Certain financial measures presented in this prospectus, such as Adjusted EBITDA, are not recognized under accounting principles generally accepted in the United States, which we refer to as "GAAP." Adjusted EBITDA has been presented in this prospectus as a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, further adjusted to eliminate the impact of certain additional items, including certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance from period to period as discussed further below. Adjusted EBITDA is included in this prospectus because it is a key metric used by management to assess our financial performance. We use Adjusted EBITDA to supplement GAAP measures of performance in order to evaluate the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

Adjusted EBITDA is a non-GAAP measure of our financial performance and should not be considered as an alternative to net income (loss) as a measure of financial performance, or any other performance measure derived in accordance with GAAP, nor should it be construed as an inference that our future results will be unaffected by unusual or other items. In evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same as or similar to some of the adjustments in this presentation, such as preopening expenses, stock compensation expense, and other adjustments. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow for management's discretionary use, as it does not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures, facility openings and certain other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. Management compensates for these limitations by supplementally relying on our GAAP results in addition to using Adjusted EBITDA. Our presentation of Adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

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ABOUT THIS PROSPECTUS

We, the selling stockholders and the underwriters (and any of our or their affiliates) have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses filed with the Securities and Exchange Commission. We, the selling stockholders and the underwriters (and any of our or their affiliates) take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Throughout this prospectus, we provide a number of key operating metrics used by management and that we believe are used by our competitors. These key operating metrics are discussed in more detail in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview—Key Performance Measures." We also reference certain non-GAAP financial measures. See "Presentation of Certain Financial Measures," "Summary—Summary Financial and Other Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview—Key Performance Measures" for a discussion of these measures, as well as a reconciliation of these measures to the most directly comparable financial measures required by, or presented in accordance with GAAP.

We are an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act of 1933 and Section 3(a)(80) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Pursuant to Section 102 of the Jumpstart Our Business Startups Act, or the JOBS Act, we have provided reduced executive compensation disclosure and have omitted a compensation discussion and analysis from this prospectus. We intend to "opt out" of the extended transition period with respect to new or revised accounting standards and, as a result, we will comply with any such new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Unless we state otherwise, the information in this prospectus gives effect to the Reorganization Transactions as described in "Organizational Structure."

After the completion of this offering, the owners of Adeptus Health LLC prior to the consummation of this offering will collectively hold interests representing a majority of our outstanding voting power. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the NYSE.

iii

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SUMMARY

This summary highlights selected information contained elsewhere in this prospectus, but it does not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read this entire prospectus carefully, including "Risk Factors," "Organizational Structure," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Financial Information" and our financial statements and related notes, which are included elsewhere in this prospectus. Unless we state otherwise or the context otherwise requires, the terms "we," "us," "our" and the "Company" refer to Adeptus Health Inc. and its consolidated subsidiaries after giving effect to the Reorganization Transactions to be completed prior to the consummation of this offering, as described in "Organizational Structure" and elsewhere in this prospectus; prior to the consummation of Reorganization Transactions and this offering, these terms refer to Adeptus Health LLC, a Delaware limited liability company through which we are currently conducting our operations, and its consolidated subsidiaries. Some of the statements in this prospectus constitute forward-looking statements. For more information, see "Special Note Regarding Forward-Looking Statements."

Company Overview

We own and operate First Choice Emergency Rooms, the largest network of independent freestanding emergency rooms in the United States. We have experienced rapid growth in recent periods, growing from 14 facilities at the end of 2012 to 26 facilities at the end of 2013, and to 32 facilities as of March 31, 2014. Our facilities are currently located in the Houston, Dallas/Fort Worth, San Antonio and Austin, Texas markets, as well as in Colorado Springs and Denver, Colorado. By the end of 2014, we expect to be operating 53 facilities in our target markets, with each of our facilities to be opened in 2014 being newly constructed.

Since our founding in 2002, our mission has been to address the need within our local communities for immediate and convenient access to quality emergency care in a patient-friendly, cost-effective setting. We believe we are transforming the emergency care experience with a differentiated and convenient care delivery model which improves access, reduces wait times and provides high-quality clinical and diagnostic services on-site. Our facilities are fully licensed and provide comprehensive, emergency care with an acuity mix that we believe is comparable to hospital-based emergency rooms.

Emergency care is a significantly underserved market in the United States today and the current system is overburdened.

•: Demand has grown dramatically, with emergency room visits increasing 46.7%, from 90.8 million in 1992 to 133.2 million in 2012, while the number of emergency room departments decreased by 11.4% over the same period, from approximately 5,035 in 1992 to approximately 4,460 in 2012, according to the American Hospital Association, or AHA.
•: In their 2014 National Report Card on America's emergency care environment, the American College of Emergency Physicians, or ACEP, assigned an overall grade of "D-" for the category of access to emergency care, reflecting too few emergency departments to meet the needs of a growing, aging population and the projected increase in the number of insured individuals as a result of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act of 2010, or PPACA.

We believe freestanding emergency rooms are an essential part of the solution, providing access to quality care and offering a significantly improved patient experience relative to traditional hospital emergency departments.

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What We Do and Why We are Different

We focus exclusively on providing emergency care through our freestanding emergency rooms with the goal of improving the quality of care and enhancing the overall experience for patients and physicians. We have developed an innovative facility design and infrastructure specifically tailored to the emergency care delivery system that combines staff, equipment and physical layout to deliver high-quality, cost-effective care. This approach limits the need to move patients and provides ease of access to all necessary medical services we provide, allowing us to enhance the overall experience of the patient. Our facility design also allows physicians and nursing staff to provide all levels of care required for our patients during their visit. Our philosophy is to center care around the patient, rather than expect the patient to adapt to our facilities and staff. We believe our focused approach increases patient, physician and staff satisfaction. Innovative characteristics of our emergency facilities include:

•: 24 / 7 Emergency Care. Freestanding emergency room facilities, which typically range from approximately 6,000 to 7,000 square feet and are located in a convenient, local community setting and open 24 hours a day, seven days a week with on-site emergency staff, including a physician, at all times;
•: Board-Certified Physicians. Staffed with experienced healthcare professionals capable of handling all emergency issues. As of March 31, 2014, we contracted with approximately 260 Board-certified physicians with an average of 16 years of medical experience who have treated more than 400,000 patients at our facilities;
•: Streamlined. Streamlined check-in process designed to have patients seen by a physician within minutes;
•: Focused Capability. Typically six to nine emergency exam rooms, which include two high-acuity suites, one child-friendly pediatric room and a specialized obstetrics/gynecology room;
•: Coordinated Care. Centralized nurses' station that serves as a command center to coordinate care;
•: Full Radiology Suite. In-house diagnostic imaging technology, including CT scanners, digital x-rays and ultrasounds, with final reads from on-call radiologists; and
•: On-Site Laboratory. On-site laboratories, which provide results within approximately 20 minutes, and are certified by the Clinical Laboratory Improvements Amendments, or CLIA, and accredited by the Commission on Office Laboratories Accreditation, or COLA.

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We operate at the higher end of the acuity and emergency care spectrum. Our capabilities and offerings differ from other care models as outlined below:

Spectrum of Primary and Emergency Care Services

Market Opportunity

Freestanding emergency rooms remain the least penetrated alternate site provider segment in the U.S. healthcare sector. We believe this represents a significant opportunity to deliver quality care in the freestanding emergency room setting and transform this underpenetrated market. We have developed a highly scalable business model for establishing new freestanding emergency rooms that include attractive unit economics, sophisticated data analytics to support our site-selection process, proven real estate development practices and innovative marketing programs. Using this model, we have grown to become more than twice the size of our next largest independent freestanding emergency room competitor and are expanding rapidly. We seek to transform the emergency care delivery model by offering high-quality, efficient and consumer-oriented healthcare in our local communities.

We also believe that we offer a dramatically improved patient experience relative to traditional hospital emergency departments by significantly reducing wait times and providing rapid access to

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Board-certified physicians on-site. We also provide convenient access to critical, high-acuity care as compared with urgent care centers and are open 24 hours a day, seven days a week. Based on patient feedback collected by Press Ganey Associates, Inc., or Press Ganey, an independent healthcare advisory services and consulting organization that specializes in the improvement of the patient experience, First Choice Emergency Room received the prestigious Guardian of Excellence Award in 2013 for exceeding the 95th percentile in patient satisfaction nationwide.

Our Value Proposition

Based on our management team's experience and industry knowledge, we believe our compelling value proposition and the nature of our service offerings benefit patients, communities, physicians, payors and hospitals, thereby improving the quality of care and lowering overall healthcare costs.

Value Proposition for Patients

We offer patients an attractive value proposition:

•: Access to Care. Our facilities are located in a convenient, local community setting and are open 24 hours a day, seven days a week with on-site emergency staff, including a Board-certified physician at all times.
•: Immediate Care. A streamlined check-in process designed to have patients seen by a physician within minutes.
•: Physician Focus. Our physicians are focused on the patient, spending more time on patient care than on administrative tasks, providing high-quality service, prompt diagnoses and the appropriate medical treatment.
•: Technology. Facilities equipped with full radiology suites, including CT scanners, digital x-rays and ultrasounds, as well as on-site laboratories certified by CLIA and accredited by COLA that provide test results within approximately 20 minutes.
•: Superior Experience. An overall enhanced patient experience.

Value Proposition for Communities

We offer communities an attractive value proposition:

•: Access to Care. Facilities located in convenient, local community settings. Approximately 60% of each facility's patients come from a three-mile radius, with approximately 80% coming from a five-mile radius.
•: 24 / 7. Access to Board-certified physicians at all times, including outside normal business hours.
•: Partnership. Key partner for health systems seeking to enhance their local community presence through direct admissions relationships and new innovative partnerships.
•: Care Continuum. Connectivity across the patient-care continuum from patient referrals to post-emergency care.

Value Proposition for Physicians

We offer an attractive working environment:

•: Team-Based Care. Team-based environment, supported by dedicated staff.
•: Patient Centric. Our model allows physicians to spend more time with each patient, which enables them to focus their attention on the patient in order to deliver high-quality care.

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•: Dedicated Support. Rapid delivery of lab and diagnostic results through on-site capabilities.
•: Physician Friendly. Scheduling flexibility and a well-defined compensation program. Payment of malpractice insurance coverage premiums for physicians practicing at our facilities.

Value Proposition for Payors

We believe that our emergency room facilities reduce overall costs for payors by reducing unnecessary tests and patient admittances. According to the National Hospital Ambulatory Medical Care Survey, the national average emergency room inpatient admittance rate was approximately 13.3% in 2010, while our average inpatient admittance rate was approximately 3.4% for the year ended December 31, 2013. We believe our facilities provide comprehensive emergency care with an acuity mix that is comparable to hospital-based emergency rooms.

Value Proposition for Hospitals

We have an attractive business model that provides communities direct access to emergency care, helping to relieve the overburdened hospital emergency room system. Our facilities provide high-quality emergency care for a wide variety of conditions, including heart attacks, severe abdominal pain and respiratory distress similar to the care provided in traditional hospital emergency rooms. When hospital-based services such as surgery or cardiac catheterization are needed, patients are stabilized at our facilities before being transferred to nearby hospitals via ambulance. Transfer agreements are in place with local hospitals that often facilitate direct admission.

Recent Initiatives and Outlook

Following an investment by Sterling Partners in 2011, we embarked on a number of growth initiatives. These included the hiring of a number of senior officers, including our CEO Tom Hall, as part of our efforts to enhance and expand our management team, developing the necessary clinical and operational infrastructure to position us for future growth and entering new geographic markets such as Colorado. We are also building strategic alliances with leading health systems. We entered into an alliance with an affiliate of Hospital Corporation of America, or HCA, in North Texas to enhance the continuum of care for our patients by streamlining clinical protocols for transfers to hospitals and providing direct access to 5,000 physicians and 11 hospitals in North Texas, for follow-up care. In addition, we have a new relationship with an affiliate of Concentra Medical Centers, or Concentra, urgent care clinics in the Dallas/Fort Worth market, whereby we are able to refer workers' compensation patients to Concentra when follow-up, non-emergent, care is needed. As part of the relationship, we have enhanced the Concentra teams' awareness of First Choice Emergency Rooms in order to facilitate referrals of their after-hours and emergency patients to us.

Our commitment to delivering superior patient care in the local community setting, identifying and retaining outstanding healthcare professionals, and investing in systems and processes to drive results, coupled with strong industry trends and sophisticated real estate development and marketing, has enabled us to build a track record of growth. We expect to grow our facility base at a rate of more than 20 facilities annually over the next several years, targeting communities within mid-sized and large metropolitan markets currently underserved by emergency departments. We believe we have the opportunity to substantially grow our footprint to more than 70 facilities over the next two years in both existing and new markets. We have a robust pipeline of more than 50 sites under development in our existing and additional new markets. To support this growth and development, we have made significant investments in our professional and real estate development staff, as well as in sales and marketing initiatives. Our consolidated total net patient service revenue increased from $72.6 million in 2012 to $102.9 million in 2013, representing approximately 41.7% growth.

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Competitive Strengths

We believe the following strengths differentiate us from our competitors and will enable us to capitalize on favorable industry dynamics:

Leader in the Rapidly Expanding Freestanding Emergency Room Market

First Choice Emergency Room is the largest freestanding emergency room provider in the United States with 32 facilities as of March 31, 2014, of which six were opened in 2014. We are more than twice the size of our next largest independent freestanding emergency room competitor. We believe our innovative facility model enables us to offer our customers comprehensive emergency services with individualized attention and local convenience. Given our market positions in the highly fragmented and rapidly expanding markets in which we provide our services, we believe there continue to be opportunities to build more facilities in existing and new markets, which will result in further expanding our leadership in the freestanding emergency room market.

Superior Patient Experience

We strive to consistently offer a superior patient experience through both our medical staff and facility capabilities. Our emergency rooms are staffed with Board-certified physicians and emergency-trained registered nurses capable of handling all emergency room issues with a physician on-site at all times. Each of our facilities is equipped with a full radiology suite, including CT scanners, digital x-ray and ultrasound, as well as on-site laboratories. Our patients are typically face-to-face with a medical professional within minutes of arrival, and our patient satisfaction ratings exceed the vast majority of hospital emergency rooms nationally.

Scalable Service Model Well-Positioned for Growth

Distinctive Real Estate Development Strategy Supports Attractive Unit Growth and Economics

We have built an internal team with significant experience in multi-unit retail expansion strategy and execution. As a result, our approach to real estate planning is highly consumer-centric with a discipline traditionally utilized by sophisticated retail businesses. Our proprietary site selection model is a key to the success of our business, allowing us to identify and fill critical voids in community healthcare delivery systems. Our seasoned real estate planning and development team follows a proven and disciplined strategy that leverages advanced data analytics to identify opportunities to provide underserved communities with high-quality emergency care.

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Ability to Attract and Retain High-Quality Physicians and Clinicians

Through our differentiated recruiting and development programs, we are able to identify and target high-quality physicians and clinicians to optimally match the needs of our facilities. Each of our facilities is staffed with Board-certified physicians, who have an average of 16 years of medical experience. Compared to a traditional hospital setting, our physicians have a significantly reduced administrative workload, which allows them to spend more time focusing on patient care. Consequently, our facilities offer a positive work environment that leads to high retention rates and strong customer and provider relationships.

Management Team with Significant Public Company Experience

Growth Strategies

We believe we have significant growth potential in both new and existing markets because of our leading market position in the freestanding emergency room sector, high-quality care delivery, strong unit economics, disciplined development strategy and significant management experience. We plan to pursue the following growth strategies:

Grow our Presence in Existing Markets

We believe there is a significant opportunity to expand in our existing markets including Dallas/Fort Worth, Houston, San Antonio and Austin, Texas as well as Colorado Springs and Denver, Colorado. Our scale, scope and leading market position, combined with our sophisticated, proven site selection and development processes provide us with competitive advantages to continue to expand our facility base in these markets. We endeavor to continue to develop multiple sites because we believe regional density creates value through leverage in managed care contracting and greater brand awareness. We anticipate that as we further build our brand and increase the visibility of our facilities in our existing markets these efforts will increase patient awareness, and drive patient volume and same-store growth.

Build Strategic Alliances with Leading Health Systems

Development of our existing and new health system alliances is an important part of our continued growth. We expect to be a key partner for health systems seeking to enhance their local community presence through direct admissions relationships and new innovative partnerships. Our alliance with HCA in North Texas provides an example of one such innovative partnership, giving our patients direct access to HCA's 5,000 physicians and 11 local hospitals in the North Texas region. In addition, we have a new relationship with the Concentra urgent care clinics in the Dallas/Fort Worth market, whereby we are able to refer workers' compensation patients to Concentra when follow-up, non-emergent, care is needed. As part of the relationship, we have enhanced the Concentra teams' awareness of First Choice Emergency Rooms in order to facilitate referrals of their after-hours and emergency patients to us. We believe our ability to alleviate hospital emergency room over-crowding, while providing a new access point to patients, enhances our value proposition as a partner of choice for health systems.

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Pursue a Disciplined Development Strategy in New States and Markets

We intend to continue expanding our facility base through new facility openings in new states and markets by leveraging our core capabilities in site selection, development and efficient facility openings. We view expansion as a core competency and see a significant opportunity to replicate the regional platform model established in Texas in new geographic markets. We entered the Colorado market in 2013 and plan to enter the Arizona market in 2015. We have experienced rapid growth in recent periods, growing from 14 facilities at the end of 2012 to 26 facilities at the end of 2013, and to 32 facilities as of March 31, 2014. By the end of 2014, we expect to be operating 53 facilities in our target markets. We have a robust pipeline under development designed to support the addition of a similar number of facilities in 2015. As we expand into new markets, particularly in states with complex regulatory requirements, we believe there is a potential to implement different operating models, such as innovative hospital partnership models, including a hospital hub and freestanding emergency room satellite model.

Risks Related to Our Business and Industry, Healthcare Regulation and Organizational Structure

An investment in our Class A common stock involves a high degree of risk. See "Risk Factors." Some of the more significant challenges and risks related to our business include the following:

•: We may not be able to successfully implement our growth strategy on a timely basis or at all, which could harm our growth and results of operations;
•: Our expansion into new markets presents increased risks and may require us to develop new business models;
•: Our long-term success is highly dependent on our ability to successfully identify and secure appropriate sites for our facilities and develop and expand our operations in existing and new markets;
•: We conduct business in a heavily regulated industry and, if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations;
•: Our current facilities are subject to state statutes and regulations that govern our operations, and the failure to comply with these laws and regulations can result in civil or criminal sanctions;
•: State law regulation of construction or expansion of emergency rooms could prevent us from developing additional freestanding emergency rooms or other facilities;
•: Recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending could adversely affect our business model, financial condition or results of operations; and
•: We will be deemed a "controlled company" and, as a result, will be exempt from certain corporate governance requirements.

Our History and Sponsor

First Choice ER, LLC was founded in Texas by Dr. Jacob J. Novak in 2002, when he recognized the need for convenient access to high-quality emergency care in a patient-friendly, community-based manner, and as an alternative to traditional hospital-based emergency care. The community's response to our initial facility in Flower Mound, Texas was so positive that we began looking for opportunities to expand. In 2003, Richard Covert joined the company and eventually became its Chief Executive Officer. Mr. Covert was instrumental in securing legislation to license and regulate freestanding emergency rooms in the state of Texas. Mr. Covert helped expand the company to 12 facilities in three

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Texas markets. In 2007, we received the Gold Seal of Approval from The Joint Commission on Accreditation of Healthcare Organizations, or the Joint Commission. In 2011, funds affiliated with Sterling Partners acquired a 75% share in First Choice ER, LLC. In 2013, Adeptus Health LLC was created as a holding company to own and operate First Choice Emergency Rooms.

Founded in 1983, Sterling Partners, who we refer to as our Sponsor, is a growth-oriented private-equity firm with an established track record of investing in a variety of economic and market environments. Over the past 30 years, Sterling Partners has invested in the healthcare services, education and business services markets and has utilized its broad base of specialized industry knowledge as a competitive advantage. Sterling Partners manages approximately $6 billion of institutional capital via offices in Chicago, Illinois; Baltimore, Maryland; and Miami, Florida.

Organizational Structure

Our operations are presently conducted by Adeptus Health LLC, a Delaware limited liability company. We refer to the owners of Adeptus Health LLC prior to the consummation of this offering collectively as our "Existing Owners." We refer to the limited liability company units of Adeptus Health LLC as "LLC Units."

Adeptus Health Inc. was incorporated in Delaware in March 2014 for the purposes of conducting this offering. Adeptus Health Inc. has not engaged in any business or other activities except in connection with its formation and the Reorganization Transactions. Prior to the completion of this offering, we will effect the Reorganization Transactions as described in "Organizational Structure." Following the Reorganization Transactions and this offering, Adeptus Health Inc. will be a holding company and its sole material asset will be a controlling equity interest in Adeptus Health LLC. Adeptus Health Inc. will operate and control all of the business and affairs and consolidate the financial results of Adeptus Health LLC and its consolidated subsidiaries. In addition, following the Reorganization Transactions and this offering, (i) SCP III AIV THREE-FCER Conduit, L.P., one of

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our Existing Owners and an affiliate of our Sponsor, which we refer to as the Merged Owner, will receive shares of Class A common stock and will no longer hold LLC Units following this offering and (ii) our other Existing Owners, including funds affiliated with our Sponsor, a fund affiliated with our founder and certain members of management and our board of directors, who we refer to collectively as the Post-IPO Unit Holders, will continue to hold LLC Units (along with Class B common stock, which will entitle the holders thereof to vote on all matters to be voted on by the stockholders generally). As part of the Reorganization Transactions and this offering, the Post-IPO Unit Holders will receive an equal number of LLC Units and Class B common stock, conferring an equivalent percentage of economic interest in Adeptus Health LLC and voting rights in Adeptus Health Inc., respectively. See "Organizational Structure."

The diagram below depicts our organizational structure immediately following the Reorganization Transactions and this offering, assuming no exercise by the underwriters of their option to purchase up to additional shares of Class A common stock from us and the selling stockholders. After the completion of this offering, our Existing Owners will hold interests representing a majority of our outstanding voting power and we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. See "Risk Factors—Risks Related to Our Organizational Structure—We will be deemed a 'controlled company' and, as a result, will be exempt from certain corporate governance requirements" and "Certain Relationships and Related Party Transactions—Stockholders' Agreement."

We intend to use a portion of the proceeds from this offering to purchase LLC Units from certain of our Existing Owners. In addition, the Post-IPO Unit Holders will have the right to exchange their LLC Units (together with a corresponding number of shares of our Class B common stock) for shares of our Class A common stock on a one-for-one basis. As a holder exchanges LLC Units for shares of Class A common stock, the number of LLC Units held by Adeptus Health Inc. will

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correspondingly increase as it acquires the exchanged LLC Units. The initial purchase of LLC Units with the use of proceeds from the offering and any subsequent exchanges are expected to result in increases in the tax basis of the assets of Adeptus Health LLC that otherwise would not have been available. These increases in tax basis may reduce the amount of tax that Adeptus Health Inc. would otherwise be required to pay in the future. Prior to the consummation of this offering we will enter a tax receivable agreement with the Post-IPO Unit Holders that will provide for the payment from time to time by Adeptus Health Inc. to such Post-IPO Unit Holders of 85% of the amount of the benefits, if any, that Adeptus Health Inc. is deemed to realize as a result of such increases in tax basis and certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. We will also enter into a tax receivable agreement with the Merged Owner that will provide for the payment by Adeptus Health Inc. to the Merged Owner of 85% of the benefit, if any, that Adeptus Health Inc. is deemed to realize as a result of net operating loss carryovers of SCP III AIV THREE-FCER Blocker, Inc. from periods (or portions thereof) prior to the consummation of this offering. See "Organizational Structure" and "Certain Relationships and Related Party Transactions."

Voting Power and Ownership Following the Reorganization Transactions

As a result of the transactions described above:

•

Adeptus Health Inc. will hold LLC Units, representing % of the economic interest in Adeptus Health LLC (or LLC Units, representing % of the economic interest in Adeptus Health LLC, if the underwriters exercise in full their option to purchase additional shares of Class A common stock). That interest will be allocated as follows:

•: the investors in this offering will collectively own shares of our Class A common stock, representing % of the economic interest in Adeptus Health LLC through Adeptus Health Inc. (or shares of Class A common stock, representing % of the economic interest in Adeptus Health LLC through Adeptus Health Inc., if the underwriters exercise in full their option to purchase additional shares of Class A common stock), as well as representing an equal percentage of the voting power in Adeptus Health Inc.; and
•: the Merged Owner will own shares of our Class A common stock, representing % of the economic interest in Adeptus Health LLC through Adeptus Health Inc. (or shares of Class A common stock, representing % of the economic interest in Adeptus Health LLC through Adeptus Health Inc., if the underwriters exercise in full their option to purchase additional shares of Class A common stock), as well as representing an equal percentage of the voting power in Adeptus Health Inc.;

•

the Post-IPO Unit Holders will hold LLC Units, representing % of the economic interest in Adeptus Health LLC (or LLC Units, representing % of the economic interest in Adeptus Health LLC, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and will hold an equal number of shares of Class B common stock representing an equivalent percentage of the voting power in Adeptus Health Inc.

Funds affiliated with our Sponsor, including the Merged Owner through its holdings of our Class A common stock and certain Post-IPO Unit Holders through their holdings of LLC Units and our Class B common stock, will collectively own % of the economic interest in Adeptus Health LLC (or % of the economic interest in Adeptus Health LLC, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), as well as an equal percentage of the voting power in Adeptus Health Inc.

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Corporate Information

Our principal executive offices are located at 2941 S. Lake Vista, Lewisville, Texas 75067 and our telephone number is (972) 899-6666. Our website is www.adhc.com. Information contained on our website or that can be accessed through our website is not incorporated by reference in this prospectus.

Implications of Being an Emerging Growth Company

We are an "emerging growth company" as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted, and intend, to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies. These include:

•: being permitted to provide only two years of audited financial statements, with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure;
•: not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;
•: not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements;
•: reduced disclosure obligations regarding executive compensation; and
•: exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of some reduced reporting burdens in this prospectus. Accordingly, the information contained herein may differ from the information provided by other public companies. We may avail ourselves of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenue, have more than $700 million in market value of our capital stock held by non-affiliates or issue more than $1 billion of non-convertible debt securities over a three-year period.

The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to "opt out" of this provision. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

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The Offering


Class A common stock offered by Adeptus Health Inc.		shares.
Class A common stock offered by the selling stockholders.		shares.
Option to purchase additional shares of Class A common stock.		We and the selling stockholders have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to additional shares of Class A common stock.
Class A common stock outstanding after this offering.		shares (or shares if the Post-IPO Unit Holders exchange all of their LLC Units and Class B common stock for Class A common stock on a one-for-one basis).
Class B common stock outstanding after giving effect to this offering.		shares. The shares of Class B common stock have no economic rights but entitle the holder to one vote per share on matters presented to stockholders of Adeptus Health Inc. Shares of Class B common stock will generally not be transferable other than in connection with an exchange of LLC Units for Class A common stock.
Use of proceeds		The net proceeds to us from this offering, after deducting estimated underwriting discounts and commissions, will be approximately $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), assuming an initial offering price of $ per share (which is the midpoint of the price range shown on the cover of this prospectus). We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders. We estimate that our expenses from this offering will be approximately $ million.
		We intend to use $ million of these proceeds (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) to purchase LLC Units from certain of the Post-IPO Unit Holders, as described under "Organizational Structure—Reorganization Transactions—Offering Transactions." We will not retain any of the proceeds used to purchase such LLC Units.

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		We intend to use $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) of these proceeds to purchase newly-issued LLC Units from Adeptus Health LLC, as described under "Organizational Structure—Reorganization Transactions—Offering Transactions." We intend to cause Adeptus Health LLC to use these proceeds to repay some or all of the then outstanding revolving indebtedness under First Choice ER, LLC's senior secured credit facility, or the Senior Secured Credit Facility (with such facility remaining outstanding after such repayment and amounts repaid available for re-borrowing to further support our growth). Any remaining proceeds will be used for general corporate purposes, including working capital to support our facility expansion efforts.
		We intend to use $2.0 million of these proceeds to make a one-time payment to Sterling Fund Management, or SFM, an affiliate of our Sponsor, in connection with the termination of an advisory services agreement, or the Advisory Services Agreement. Pursuant to the Advisory Services Agreement, which we entered into with SFM on September 30, 2011, SFM has provided management, consulting and financial services to us and our subsidiaries. The Advisory Services Agreement has a five-year term and is automatically renewable for successive one-year periods, until such time that our Sponsor or any of its affiliates, in the aggregate, no longer beneficially own greater than 10% of the then-outstanding voting securities of First Choice ER, LLC. Notwithstanding the foregoing, in connection with the consummation of this offering, the Advisory Services Agreement will be terminated. See "Certain Relationships and Related Party Transactions—Advisory Services Agreement."
Exchange rights of holders of Adeptus Health LLC units		The amended and restated limited liability company agreement of Adeptus Health LLC, or the Amended and Restated Limited Liability Company Agreement, will give the Post-IPO Unit Holders (subject to the terms of the Amended and Restated Limited Liability Company Agreement) the right to exchange their LLC Units (together with a corresponding number of shares of our Class B common stock) for shares of our Class A common stock on a one-for-one basis following the Reorganization Transactions. The Post-IPO Unit Holders will hold LLC Units following this offering and the application of the net proceeds from this offering as described in "Use of Proceeds." See "Certain Relationships and Related Party Transactions—Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC—Exchange Procedures."

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Voting rights		Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally.
		Following the Reorganization Transactions, the Post-IPO Unit Holders will hold shares of Class B common stock. The shares of Class B common stock have no economic rights but will entitle the holder to one vote per share on all matters to be voted on by stockholders generally. We expect that immediately following this offering, such Class B common stock will entitle the Post-IPO Unit Holders to % of the voting power of our outstanding capital stock. We expect that immediately following the offering, the Existing Owners will hold % of the voting power of our outstanding capital stock. See "Certain Relationships and Related Party Transactions—Stockholders' Agreement."
		Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.
		See "Description of Capital Stock—Common Stock."
Dividend policy		We do not currently plan to pay a dividend on our common stock following this offering. The declaration, amount and payment of any future dividends on shares of Class A common stock will be at the sole discretion of our board of directors.
		Adeptus Health Inc. is a holding company and has no material assets other than its ownership of LLC Units in Adeptus Health LLC. In the event that we do pay a dividend, we intend to cause Adeptus Health LLC to make distributions to us in an amount sufficient to cover such dividend. If Adeptus Health LLC makes such distributions to us, the other holders of LLC Units will be entitled to receive distributions pro rata in accordance with the percentages of their respective LLC Units.
		The Senior Secured Credit Facility limits the ability of Adeptus Health LLC to pay distributions to us. See "Description of Indebtedness."
Risk factors		See "Risk Factors" for a discussion of risks you should carefully consider before deciding to invest in our Class A common stock.
Proposed NYSE ticker symbol		"ADPT."

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Certain Material U.S. Federal Income and Estate Tax Considerations for Non-U.S. Holders of Shares of Our Common Stock		For a discussion of certain material U.S. federal income and estate tax considerations that may be relevant to certain prospective stockholders who are not individual citizens or residents of the United States, see "Material United States Federal Income and Estate Tax Consequences to Non-U.S. Holders."

In this prospectus, unless otherwise indicated, the number of shares of Class A common stock outstanding and the other information based thereon:

•: does not reflect any exercise by the underwriters of their option to purchase additional shares of our Class A common stock from us and the selling stockholders;
•: does not reflect shares of Class A common stock issuable upon exchange of LLC Units (together with a corresponding number of shares of Class B common stock) that will be held by the Post-IPO Unit Holders immediately following this offering;
•: does not reflect shares of Class A common stock that may be issued under our equity incentive plan to be in effect following this offering;
•: assumes an initial offering price of $ per share of Class A common stock (which is the midpoint of the price range shown on the cover of this prospectus); and
•: assumes the effectiveness of the Reorganization Transactions.

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Summary Financial and Other Data

The following tables set forth the summary historical consolidated financial and other data for Adeptus Health LLC and pro forma financial data for Adeptus Health Inc. as of the dates and for the periods indicated. Adeptus Health Inc. is a recently formed holding company that has not engaged in any business or other activities except in connection with its formation and the Reorganization Transactions described in this prospectus. Accordingly, for the purpose of this prospectus all financial and other information herein relating to periods prior to the completion of the Reorganization Transactions is that of, or derived from, Adeptus Health LLC. The summary consolidated statements of operations data presented below for the fiscal years ended December 31, 2012 and 2013 and the consolidated balance sheet data presented below as of December 31, 2012 and 2013 have been derived from Adeptus Health LLC's audited consolidated financial statements, included in this prospectus. The summary consolidated statements of operations data presented below for the three months ended March 31, 2013 and 2014 and the consolidated balance sheet data presented below as of March 31, 2014 have been derived from Adeptus Health LLC's unaudited condensed consolidated financial statements, included in this prospectus. The unaudited financial data presented has been prepared on a basis consistent with our audited consolidated financial statements. In the opinion of management, such unaudited financial data reflects all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

The summary unaudited pro forma financial information has been developed by application of pro forma adjustments to the historical consolidated financial statements included in this prospectus. The summary unaudited pro forma financial information for the year ended December 31, 2013 and as of and for the three months ended March 31, 2014 gives effect, in the manner described under "Unaudited Pro Forma Financial Information" and the notes thereto, to (i) the Reorganization Transactions and (ii) the offering of Class A common stock by us and the selling stockholders and the use of proceeds therefrom, as if all such events had been completed as of January 1, 2013 with respect to the unaudited pro forma consolidated statements of operations and as of March 31, 2014 with respect to the unaudited pro forma consolidated balance sheet. The unaudited pro forma adjustments are based upon available information and certain assumptions we believe are reasonable under the circumstances. The summary unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of, and does not purport to represent, what our financial position or results of operations would actually have been had the transactions been consummated as of the dates indicated. In addition, the summary unaudited pro forma financial information is not necessarily indicative of our future financial condition or results of operations.

You should read the information contained in this table in conjunction with "Organizational Structure," "Unaudited Pro Forma Financial Information," "Selected Historical Consolidated Financial Data," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical financial statements and the accompanying notes included in this prospectus.

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							Unaudited Pro Forma Adeptus Health Inc. as of or for the year ended December 31, 2013	Unaudited Adeptus Health LLC as of or for the three months ended March 31,

	Adeptus Health LLC as of or for the year ended December 31,													Unaudited Pro Forma Adeptus Health Inc. as of or for the three months ended March 31, 2014
(dollars in thousands, except per share data)	2012			2013				2013			2014
Statement of Operations Data:
Revenue
Patient service revenue	$	80,977		$	114,960		$	$	23,297		$	44,529		$
Provision for bad debt		(8,376	)		(12,077	)			(2,261	)		(5,748	)


Net patient service revenue		72,601			102,883				21,036			38,781
Operating expenses:
Salaries, wages and benefits		41,754			65,244				14,009			24,980
General and administrative		12,805			17,436				3,230			6,220
Other operating expenses		7,493			11,185				2,420			4,863
Loss from the disposal or impairment of assets		652			207				108			2
Depreciation and amortization		4,640			7,920				1,684			3,057


Total operating expenses		67,344			101,992				21,451			39,122


Income (loss) from operations		5,257			891				(415	)		(341	)


Other (expense) income:
Interest expense		(1,056	)		(2,827	)			(288	)		(2,206	)
Change in fair market value of derivatives		(533	)		112				—			—
Write-off of deferred loan costs		—			(440	)			—			—


Total other expenses		(1,589	)		(3,155	)			(288	)		(2,206	)


Income (loss) before provision for income taxes		3,668			(2,264	)			(703	)		(2,547	)
Provision for income taxes		467			720				132			220


Net income (loss)	$	3,201		$	(2,984	)	$	$	(835	)	$	(2,767	)	$




Less: net income (loss) attributable to the non-controlling interest
Net income (loss) attributable to Adeptus Health Inc.
Pro forma net income (loss) per share of Class A common stock:
Basic
Diluted
Pro forma weighted average shares of Class A common stock:
Basic
Diluted
Balance Sheet Data:
Cash	$	3,455		$	11,495		$				$	1,127		$
Total assets		120,367			183,292							186,034
Total debt and capital lease obligations		23,604			79,411							86,404
Owners' equity		82,734			78,651							75,543
Total stockholders' equity attributable to Adeptus Health Inc.
Non-controlling interest.
Total stockholders' equity.
Cash Flow Data:
Cash flows provided by (used in):
Operating activities	$	11,408		$	6,872		$	$	(757	)	$	(6,963	)	$
Investing activities		(15,537	)		(44,647	)			(5,329	)		(10,181	)
Financing activities		2,820			45,815				4,118			6,776
Other Financial Data:
Adjusted EBITDA(1)	$	13,689		$	16,010		$	$	2,525		$	5,092		$
Same-store revenue(2)		64,506			70,641				18,652			17,591
Capital expenditures		11,504			46,048				5,269			10,297
Other Operational Data:
Patient volume (number of patient visits)		58,434			77,044				17,044			27,697
Number of facilities		14			26				17			32

(1): We define Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, further adjusted to eliminate the impact of certain additional items, including certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance from period to period as discussed further below. Adjusted EBITDA is included in this prospectus because it is a key metric used by management to assess our financial performance. We use Adjusted EBITDA to supplement GAAP measures of performance in order to evaluate the

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effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

The following table sets forth a reconciliation of our Adjusted EBITDA to net income (loss) using data derived from our consolidated financial statements for the periods indicated:

	Year ended December 31,					Three months ended March 31,

(dollars in thousands)	2012		2013			2013			2014
Net income (loss)	$	3,201	$	(2,984	)	$	(835	)	$	(2,767	)
Depreciation and amortization		4,640		7,920			1,684			3,057
Interest expense(a)		1,589		3,155			288			2,206
Provision for income taxes		467		720			132			220
Advisory Services Agreement fees and expenses(b)		553		559			131			138
Preopening expenses(c)		497		3,977			940			1,408
Management recruiting expenses(d)		970		719			—			99
Stock compensation expense(e)		253		586			95			159
Other(f)		1,519		1,358			90			572


Total adjustments		10,488		18,994			3,360			7,859


Adjusted EBITDA	$	13,689	$	16,010		$	2,525		$	5,092

(a): Consists of interest expense of $1.1 million and $2.8 million for the years ended December 31, 2012 and 2013, and $0.3 million and $2.2 million for the three months ended March 31, 2013 and 2014, respectively, a loss in fair market value of derivatives of $0.5 million and a gain in fair market value of derivatives of $0.1 million for the years ended December 31, 2012 and 2013, respectively, and a write-off of deferred loan costs of $0.4 million for the year ended December 31, 2013.
(b): Consists of management fees and expenses paid to our Sponsor under our Advisory Services Agreement.
(c): Includes labor, marketing costs and occupancy costs prior to opening a facility.

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(d): Third-party costs and fees involved in recruiting our management team.
(e): Stock compensation expense associated with grants of management incentive units.
(f): For the year ended December 31, 2013, we incurred costs to develop long-term strategic goals and objectives totaling $0.5 million, real-estate development costs associated with potential real estate projects that were terminated totaling $0.4 million, board fees and travel expenses paid to members of the board of directors totaling $0.2 million and $0.25 million of termination costs paid to the former CEO. For the year ended December 31, 2012, we incurred terminated real-estate development costs totaling $0.5 million, legal costs primarily associated with real estate development and litigation for violation of our trademark totaling $0.8 million and board fees and travel expenses paid to members of the board of directors totaling $0.2 million.

For the three months ended March 31, 2013, we incurred costs to develop long-term strategic goals and objectives totaling approximately $45,000 and board fees and travel expenses paid to members of the board of directors totaling approximately $45,000. For the three months ended March 31, 2014, we incurred terminated real-estate development costs totaling $0.2 million, costs to develop long-term strategic goals and objectives totaling $0.3 million and board fees and travel expenses paid to members of the board of directors totaling approximately $60,000.

(2): We begin including revenue for a new facility as same-store revenue from the first day of the 16th full fiscal month following the facility's opening, which is when we believe same-store comparison becomes meaningful. When a facility is relocated, we continue to include revenue from that facility in same-store revenue. Same-store revenue allows us to evaluate how our facility base is performing by measuring the change in period-over-period net revenue in facilities that have been open for 15 months or more. Various factors affect same-store revenue, including outbreaks of illnesses, changes in marketing and competition.

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RISK FACTORS

An investment in our Class A common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other information in this prospectus, before deciding whether to purchase our Class A common stock. If any of the risks described below actually occur, our business, financial condition, results of operations or prospects could be materially adversely affected. In any such case, the trading price of our Class A common stock could decline and you could lose all or part of your investment. The risks described below are not the only risks we face. Additional risks we are not presently aware of or that we currently believe are immaterial could also materially adversely affect our business, financial condition, results of operations or prospects.

Risks Related to Our Business and Our Industry

We may not be able to successfully implement our growth strategy on a timely basis or at all, which could harm our growth and results of operations.

Our growth depends on our ability to open profitable new facilities. Our growth strategy is to substantially grow the number of our freestanding emergency care facilities in 2014, 2015 and beyond. Our ability to open profitable facilities depends on many factors, including our ability to:

•: open facilities and achieve brand awareness in new markets;
•: access capital to fund construction costs and preopening expenses;
•: manage increases in costs, which could give rise to delays or cost overruns;
•: recruit and train physicians, nurses and technicians in our local markets;
•: obtain all required governmental licenses and permits, including state facility licenses, on a timely basis;
•: compete for appropriate sites in new markets, including against emergency care competitors and against traditional retailers; and
•: maintain adequate information systems and other operational system capabilities.

Delays in the opening of new facilities, delays or costs resulting from a decrease in commercial development due to capital constraints, difficulties resulting from commercial, residential and infrastructure development (or lack thereof) near our new facilities, difficulties in staffing and operating new locations or lack of acceptance in new market areas may negatively impact our new facility growth and the costs or the profitability associated with new facilities. Further, additional federal or state legislative or regulatory restrictions or licensure requirements could negatively impact our ability to operate both new and existing facilities.

Accordingly, we may not be able to achieve our planned growth or, even if we are able to grow our facility base as planned, any new facilities may not be profitable or otherwise perform as planned. In addition, to the extent we have misjudged the nature and extent of industry trends or our competition, we may have difficulty in achieving our strategic objectives. Failure to successfully implement our growth strategy would likely have an adverse impact on the price of our Class A common stock.

Our expansion into new markets presents increased risks and may require us to develop new business models.

Our continued growth and profitability depend on our ability to successfully realize our growth strategy by expanding the number of facilities we operate in both new and existing markets. We cannot assure you our efforts to expand into new markets, particularly in states where we do not currently operate, will succeed. In order to operate in new markets, we may need to modify our existing business

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model and cost structure to comply with local regulatory or other requirements, which may expose us to new operational, regulatory or legal risks. In addition, expanding into new states may subject us to unfamiliar or uncertain local regulations that may adversely affect our operations, for example, by impacting our insurance reimbursement practices or our ability to operate facilities as licensed or unlicensed freestanding emergency rooms or hospitals. See "—Risks Related to Healthcare Regulation" below. Facilities we open in new markets may also take longer to reach expected revenue and profit levels on a consistent basis and may have higher construction, occupancy or operating costs than facilities we open in existing markets, thereby affecting our overall profitability. New markets may have competitive conditions, consumer preferences and healthcare spending patterns that are more difficult to predict or satisfy than our existing markets.

We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified physicians, nurses, technicians and other personnel. We may need to augment our labor model to meet regulatory requirements and the overall cost of labor may be higher. As a result, these new facilities may be less successful and may not achieve target facility level profit margins at the same rate or at all. If any steps taken to expand our existing business model into new markets are unsuccessful, we may not be able to achieve our growth strategy and our business, financial condition or results of operations could be adversely affected.

Our long-term success is highly dependent on our ability to successfully identify and secure appropriate sites for our facilities and develop and expand our operations in existing and new markets.

One of the key means of achieving our growth strategy will be through opening new facilities and operating those facilities on a profitable basis. We expect this to be the case for the foreseeable future. We identify target markets where we can enter or expand, taking into account numerous factors such as the location of our current facilities, demographics, traffic patterns and other factors that support our site-selection process. As we operate more facilities, our rate of expansion relative to the size of our current facility base will eventually decline. As of March 31, 2014, we had 32 facilities in operation. Our 2014 expansion strategy includes opening 21 additional facilities by the end of 2014, for an expected total of 53 facilities operating by year-end. We have 18 locations currently under construction and three locations in the building permit process, with construction scheduled to commence in the second quarter of 2014. Based on our typical development timeline we believe that these facilities will be completed and operational by December 31, 2014. With respect to the 21 additional openings, 14 of the facilities will be funded by Medical Properties Trust under the Master Funding and Development Agreement and seven will be funded by working capital and funds available under our Senior Secured Credit Facility. Even though our 2014 expansion strategy is under way, the number and timing of new facilities opened during any given period may be negatively impacted by a number of factors including, without limitation:

•: the cost and availability of capital to fund construction costs and preopening expenses;
•: the identification and availability of attractive sites for new facilities and the ability to negotiate suitable lease terms;
•: anticipated commercial, residential and infrastructure development near our new facilities;
•: the proximity of potential sites to an existing facility;
•: construction delays or cost overruns that may increase project costs;
•: our ability to obtain zoning, occupancy and other required governmental permits and authorizations on a timely basis;

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•: our ability to control construction and development costs incurred for projects, including those that are not pursued to completion;
•: hurricanes, floods, fires or other natural disasters that could adversely affect a project;
•: defects in design or construction that may result in additional costs to remedy or require all or a portion of a property to be closed during the period required to rectify the situation; and
•: governmental restrictions on the nature and size of a project or timing of completion.

If we are unable to find and secure attractive locations to expand in existing markets or penetrate new markets, this may harm our ability to increase our revenues and profitability and realize our growth strategy and our financial results may be negatively affected.

New facilities, once opened, may not be profitable, and the increases in comparable facility revenue that we have experienced in the past may not be indicative of future results.

Our results have been, and in the future may continue to be, significantly impacted by a number of factors, including factors outside of our control, related to the opening of new facilities, including the timing of new facility openings, associated facility preopening costs and operating inefficiencies, as well as changes in our geographic concentration due to the opening of new facilities. We typically incur the most significant portion of opening expenses associated with a given facility within the first few months immediately preceding and following the opening of the facility. A new facility generally takes up to 12 months to achieve a level of operating performance comparable to our similar existing facilities due to lack of market awareness and other factors. We also may incur additional costs in new markets, particularly for contracting, real estate, labor, marketing and regional support, which may impact the profitability of those facilities. Accordingly, the volume and timing of new facility openings may have a meaningful impact on our profitability.

Although we target specified operating and financial metrics, new facilities may not meet these targets or may take longer than anticipated to do so. Any new facilities we open may not be profitable or achieve operating results similar to those of our existing facilities. If our new facilities do not perform as planned, our business and future prospects could be harmed. In addition, if we are unable to achieve expected comparable facility revenues, our business, financial condition or results of operations could be adversely affected.

Opening new facilities in existing markets may negatively affect revenue at our existing facilities.

The target area of our facilities varies by location and depends on a number of factors, including population density, other available emergency medical services, area demographics and geography. As a result, the opening of a new facility in or near markets in which we already have facilities could adversely affect the revenues of those existing facilities. Existing facilities could also make it more difficult to build our patient base for a new facility in the same market. Our business strategy does not entail opening new facilities that we believe will materially affect revenue at our existing facilities, but we may selectively open new facilities in and around areas of existing facilities that are operating at or near capacity to effectively serve our patients. Revenue cannibalization between our facilities may become significant in the future as we continue to expand our operations and could affect our revenue growth, which could, in turn, adversely affect our business, financial condition or results of operations.

We are required to make capital expenditures, particularly to implement our growth strategy, in order to remain competitive.

Our capital expenditure requirements primarily relate to identifying expansion opportunities for our facilities, the costs associated to establish such new facilities in existing and new markets and maintaining and upgrading our medical equipment to serve our customers and remain competitive. Our

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capital expenditures totaled $11.5 million and $46.0 million, and $5.3 million and $10.3 million, for the years ended December 31, 2012 and 2013 and the three months ended March 31, 2013 and 2014, respectively. In addition, changing competitive conditions or the emergence of any significant advances in medical technology could require us to invest significant capital in additional equipment or capacity in order to remain competitive. If we are unable to fund any such investment or otherwise fail to invest in new medical equipment, our business, financial condition or results of operations could be materially and adversely affected.

We currently rely on our Master Funding and Development Agreement with Medical Properties Trust to execute our expansion strategy.

We have experienced rapid growth in recent periods, growing from 14 facilities at the end of 2012 to 26 facilities at the end of 2013, and to 32 facilities as of March 31, 2014. By the end of 2014, we expect to be operating 53 facilities in our target markets. We have a robust pipeline under development designed to support the addition of a similar number of facilities in 2015. A major source of financing we have and employ to open new facilities is derived from a Master Funding and Development Agreement, which we refer to as the MPT Agreement, with an affiliate of Medical Properties Trust, or MPT, a public healthcare real estate investment trust. Under the terms of the MPT Agreement, MPT will acquire parcels of land, fund the ground-up construction of new freestanding emergency room facilities and lease the facilities to us upon completion of construction. MPT is also required to fund all hard and soft costs, including the project purchase price, closing costs and pursuit costs for the assets relating to the construction of up to 25 facilities with a maximum aggregate funding of $100.0 million, of which $10.4 million remained available as of March 31, 2014. An inability to rely on our relationship with MPT or to obtain alternate funding sources to fund our expansion strategies may require us to delay, scale back or eliminate some or all of the expansion of our current pipeline and future projects, which may have a material adverse effect on our business, operating results, financial condition or prospects.

We may require additional capital to fund our expansion, and our inability to obtain such capital could harm our business.

To support our expansion strategy, we must have sufficient capital to continue to make significant investments in our new and existing facilities. Funding from outside financing or cash generated by our operations may not be sufficient to allow us to sustain our expansion efforts. If funding from outside financing sources or cash flows from operations are not sufficient, we may need additional equity or debt financing to provide the funds required to expand our business. If such financing is not available on satisfactory terms or at all, we may be unable to expand our business or to develop new business at the rate desired and our operating results may suffer. Debt financing increases expenses and must be repaid regardless of operating results, and the documents governing indebtedness may contain covenants that restrict the operation of our business. Equity financing, or debt financing that is convertible into equity, could result in additional dilution to our existing stockholders. Furthermore, our inability to obtain adequate capital resources, whether in the form of equity or debt, to fund our business and growth strategies may require us to delay, scale back or eliminate some or all of our operations or the expansion of our business, which may have a material adverse effect on our business, operating results, financial condition or prospects.

Damage to our reputation or our brand in existing or new markets could negatively impact our business, financial condition and results of operations.

We believe we have built our reputation on the high quality of our emergency medical services, physicians and operating personnel, as well as on our unique culture and the experience of our patients in our facilities, and we must protect and grow the value of our brand to continue to be successful in

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the future. Our brand may be diminished if we do not continue to make investments in areas such as marketing and advertising, as well as the day-to-day investments required for facility operations, equipment upgrades and staff training. Any incident, real or perceived, regardless of merit or outcome, that erodes our brand, such as, but not limited to, patient disability or death due to medical malpractice or allegations of medical malpractice, failure to comply with federal, state or local regulations including allegations or perceptions of non-compliance or failure to comply with ethical and operating standards, could significantly reduce the value of our brand, expose us to adverse publicity and damage our overall business and reputation. Further, our brand value could suffer and our business could be adversely affected if patients perceive a reduction in the quality of service or staff, or an adverse change in our culture, or otherwise believe we have failed to deliver a consistently positive patient experience.

We may be unable to maintain or improve our operating margins, which could adversely affect our financial condition and ability to grow.

If we are unable to successfully manage the potential difficulties associated with growth, we may not be able to capture the efficiencies and opportunities that we expect from our expansion strategy. If we are not able to capture expected efficiencies of scale, maintain patient volumes, improve our systems and equipment, continue our cost discipline and retain appropriate physician and overall labor levels, our operating margins may stagnate or decline, which could have a material adverse effect on our business, financial condition and results of operations and adversely affect the price of our Class A common stock.

Our marketing programs may not be successful.

We incur costs and expend other resources in our marketing efforts to attract and retain patients. Our total marketing initiatives for the year ended December 31, 2013 and the three months ended March 31, 2014 resulted in costs of approximately $5.9 million and $1.9 million, respectively. Our marketing activities are principally focused on increasing brand awareness and awareness of our service capabilitites and our marketing team is responsible for implementing our marketing efforts through activating field marketing teams, underscoring leadership through brand-wide program initiatives, participating in trade show sponsorship, white paper publication, arranging for speaking engagements for our senior executives and formal training about our products and services. We also sponsor and host local community activities including fundraisers, street parties and sporting events to bolster our overall community involvement. As we open new facilities, we undertake aggressive marketing campaigns to increase community awareness about our growing presence. We plan to utilize targeted marketing efforts within local neighborhoods, through channels such as direct mail, mobile billboards, radio advertisements, physician open houses, community sponsorships and a robust online/social media presence. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenue.

We face intense competition in the emergency care market, including competition for patients, strategic relationships and commercial payor contracts which could adversely affect our contract and revenue base.

The market for providing emergency care services is highly competitive and each of the individual geographic areas in which we operate has a different competitive landscape. We compete with national, regional and local enterprises, some of which may have greater financial and other resources available to them, greater access to physicians or greater access to potential customers. We may also compete with urgent care centers and physician-owned facilities for lower-acuity cases and with hospitals for higher acuity cases. Such competition could adversely affect our ability to obtain new contracts, retain existing contracts and increase or maintain profit margins.

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In each of our markets we compete with other healthcare providers for patients and in contracting with commercial payors. We are also in competition with other emergency care providers, hospitals, urgent care centers, clinics and healthcare systems in the communities we serve to attract patients and provide them with the care they need. There are hospitals and health systems that compete with us in each market in which we operate, and many of them have more established relationships with physicians and payors than we do. In addition, other companies are currently in the same or similar business of developing, acquiring and operating emergency care facilities, or may decide to enter this business. We also compete with some of these companies for entry into strategic relationships with health systems. As a result of the differing competitive factors within the markets in which we operate, the individual results of our facilities may be volatile. If we are unable to compete effectively with any of these entities or groups we may be unable to implement our business strategies successfully, which could have a material adverse effect on our business, prospects, results of operations and financial condition.

We may not be able to successfully recruit and retain physicians and other healthcare professionals with the qualifications and attributes we and our patients' desire.

Our success depends upon our continuing ability to recruit and retain qualified physicians, nurses, technologists and other operating staff. There is currently a national shortage of certain of these healthcare professionals. To the extent that a significant number of physicians within an individual community or market decide to partner with competing emergency care providers, hospitals or health systems and not with us, we may not be able to operate our facilities in such community. We face competition for such personnel from emergency care providers and other organizations. This competition may require us to enhance wages and benefits to recruit and retain qualified personnel. In the event we are unable to recruit and retain these professionals, such shortages could have a material adverse effect on our ability to grow or be profitable.

If we are unable to negotiate and enter into favorable contracts or maintain satisfactory relationships and renew existing contracts on favorable terms with third-party payors, our revenue and profitability may decrease.

We estimate that 98.1% and 98.8%, and 98.3% and 98.1%, of our net patient service revenue for the years ended December 31, 2012 and 2013 and the three months ended March 31, 2013 and 2014, respectively, was derived from third-party payors such as managed care organizations, commercial insurance providers and employer-sponsored healthcare plans. We receive most of these payments from third-party payors that have contracts or other arrangements in place with us in Texas and Colorado. We currently have a contract in place with one significant commercial insurance provider and an arrangement with another organization that enables us to access third-party payors at in-network rates. These third-party payors use a variety of methods for reimbursement depending on the arrangement involved. These arrangements include fee-for-service, preferred provider organizations, health maintenance organizations, as well as prepaid and discounted medical service packages and capitated (fixed fee) contracts. Rates for health maintenance organization benefit plans are typically lower than those for preferred provider organization or other benefit plans that offer broader provider access.

There is often pressure to renegotiate our reimbursement levels, including, in particular, in connection with changes to Medicare. Typically, third-party commercial payors reimburse us based upon contracted discounts to our established base rates. During 2011, we experienced an increase in reimbursement from certain third-party commercial payors. This increase was the result of increasing our base rates, while keeping consistent contracted discounts, cancelling a contract with a large third-party commercial payor, which led to more favorable out-of-network reimbursements, and entering into a contract with another large third-party payor at a discount to our base rates. In 2012, we entered into a contract with another large third-party payor and implemented a price increase in May 2013 under

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that contract. To date, we have not experienced a shift toward payors who base reimbursement levels on Medicare rates. During the past three years, we have experienced a trend towards increasing reimbursement by third-party commercial payors. If managed care organizations and other third-party payors reduce their rates or we were to experience a significant shift in our revenue mix toward Medicare or Medicaid reimbursements, which we currently do not accept, but may accept in the future, then our revenue and profitability may decline and our operating margins will be reduced. Third-party payors continue to demand discounted fee structures, and the trend toward consolidation among third-party payors tends to increase their bargaining power over fee structures. Because some third-party payors rely on all or portions of Medicare payment systems to determine payment rates, changes to government healthcare programs that reduce payments under these programs may negatively impact payments from third-party payors. Other healthcare providers may impact our ability to negotiate increases and other favorable terms in our reimbursement arrangements with third-party payors. For example, some of our competitors may negotiate exclusivity provisions with third-party payors or otherwise restrict the ability of third-party payors to contract with us or our health system partners. Our results of operations will depend, in part, on our and our health system partners, ability to retain and renew our managed care contracts as well as enter into new managed care contracts on terms favorable to us. Our inability to maintain suitable financial arrangements with third-party payors could have a material adverse impact on our business.

As various provisions of PPACA, are implemented, including the establishment of health insurance exchanges, quality-based reimbursement and bundled payments, third-party payors may increasingly demand reduced fees. In addition, there is a growing trend for third-party payors to take steps to shift the primary cost of care to the plan participant by increasing co-payments, co-insurance and deductibles, and these actions could discourage such patients from seeking treatment at our facilities. Patient volumes could decrease if we or our health system partners are unable to enter into acceptable contracts with such third-party payors, which could have a material adverse effect on our business, prospects, results of operations and financial condition.

We depend on payments from a variety of third-party payors. If these payments are significantly delayed, are reduced or eliminated our revenue and profitability could decrease.

We depend upon compensation from third-party payors for the services provided to patients in our facilities. The amount that our facilities receive in payment for their services may be adversely affected by factors we do not control, including state regulatory changes, cost-containment decisions and changes in reimbursement schedules of third-party payors and legislative changes. Any reduction or elimination of these payments could have a material adverse effect on our business, prospects, results of operations and financial condition.

Additionally, the reimbursement process is complex and can involve lengthy delays. While we recognize revenue when healthcare services are provided, there can be delays before we receive payment. In addition, third-party payors may disallow, in whole or in part, requests for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, that services provided were not medically necessary, that services rendered in our facilities did not require emergency level care or that additional supporting documentation is necessary. Retroactive adjustments may change amounts realized from third-party payors. Delays and uncertainties in the reimbursement process may adversely affect accounts receivable, increase the overall costs of collection and cause us to incur additional borrowing costs.

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Significant changes in our payor mix or acuity mix resulting from fluctuations in the types of patients seen at our facilities could have a material adverse effect on our business, prospects, results of operations and financial condition.

Our results may change from period to period due to fluctuations in payor mix or acuity mix or other factors relating to the type of treatment performed by physicians at our facilities. Payor mix refers to the relative share of total cases provided to patients with, respectively, no insurance, commercial insurance and other coverage. Since, generally speaking, we receive relatively higher payment rates from third-party payors than self-pay patients, a significant shift in our payor mix toward a higher percentage of self-pay or Medicare, Medicaid or other government reimbursement program patients, which we do not currently accept, but may accept in the future, which could occur for reasons beyond our control, could result in a material adverse effect on our business, prospects, results of operations and financial condition. Acuity mix refers to the relative share of total visits by acuity level, which affects the costs of the services we provide as well as the related revenue. Generally speaking, we derive relatively higher revenue from more complex treatments and patient encounters. Therefore, a significant shift in our acuity mix toward a higher percentage of lower revenue treatments could result in a material adverse effect on our business, prospects, results of operations and financial condition.

Failure to timely or accurately bill for our services could have a negative impact on our net revenues, bad debt expense and cash flow.

Billing for our services is complex. The practice of providing medical services in advance of payment or prior to assessing a patient's ability to pay for such services may have a significant negative impact on our patient service revenue, bad debt expense and cash flow. We bill numerous and varied payors, including self-pay patients and various forms of commercial insurance providers. Different payors typically have differing forms of billing requirements that must be met prior to receiving payment for services rendered. Self-pay patients and third-party payors may fail to pay for services even if they have been properly billed. Reimbursement to us is typically conditioned, among other things, on our providing the proper procedure and diagnosis codes. Incorrect or incomplete documentation and billing information could result in non-payment for services rendered.

Additional factors that could complicate our billing include:

•: disputes between payors as to which party is responsible for payment;
•: variation in coverage for similar services among various payors;
•: the difficulty of adherence to specific compliance requirements, coding and various other procedures mandated by responsible parties;
•: the fact that we bill payors a facility fee, a professional services fee and other related fees.
•: the transition to new coding standards, which will require significantly more information than the codes currently used for medical coding and will require covered entities to code with much greater detail and specificity; and
•: failure to obtain proper physician enrollment and documentation in order to bill various payors.

To the extent the complexity associated with billing for our services causes delays in our cash collections, we assume the financial risk of increased carrying costs associated with the aging of our accounts receivable as well as the increased potential for bad debt expense.

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Our relationships with health systems are important to our growth strategy. If we fail to maintain good relationships with these health systems or to enter into new relationships, we may be unable to implement our growth strategy successfully and our reputation could be adversely affected.

Our business depends in part upon the success of our health system partners and the strength of our relationships with those health systems. Our business could be adversely affected by any damage to those health systems' reputation or to our relationships with them, or as a result of an irreconcilable dispute with a health system partner. Additionally, our reputation in the communities we serve is bolstered by our relationships with our partners. If we are unable to maintain such partnerships, our own reputation could be adversely affected. We may enter into affiliation agreements or have informal arrangements with health systems in which we agree to transfer certain patients to affiliated hospitals in a defined geographic area. We expect to focus on the creation of additional partnerships with health systems, and others, as part of expansion strategy. For example, we have an arrangement with HCA to ensure bed availability for our patients in need of acute care services at nearby HCA hospitals in Northern Texas. In addition, we have a new relationship with the Concentra urgent care clinics in the Dallas/Fort Worth market, whereby we are able to refer workers' compensation patients to Concentra when follow-up, non-emergent, care is needed. If we are unable to develop and maintain good relationships with such health systems, maintain our existing agreements on terms and conditions favorable to us or enter into relationships with additional health systems on favorable terms, or at all, we may be unable to implement our growth strategies successfully.

We may enter into partnerships with healthcare providers. If this strategy is not successful, our financial performance could be adversely affected.

In recent years, we have entered into strategic business partnerships with hospital systems and other large payors to take advantage of commercial opportunities in our facility based business. For example, and as discussed above, we have agreements with HCA and Concentra to ensure that patients have direct access to nearby hospitals and urgent care centers, as necessary. However, there can be no assurance that our efforts in these areas will continue to be successful.

Moreover, this strategic partnership model exposes us to commercial risks that may be different from our own business model, including that the success of such partnerships is only partially under our operational and legal control, the potential for opportunity costs in not being able to pursue other partnerships should we enter into exclusive arrangements, and the risk that our partners may enter into additional arrangements with our competitors if these arrangements are not exclusive. Furthermore, partnership arrangements may raise fraud and abuse issues. For example, the Office of Inspector General of the Department of Health and Human Services, or the OIG, has taken the position that certain contractual arrangements between a party that receives remuneration for making referrals and a party that receives referrals for a specific type of service may violate the federal Anti-Kickback Statute, or the Anti-Kickback Statute, if one purpose of the arrangement is to encourage referrals. Our strategic partnership agreements do not involve the payment of any compensation. We believe our strategic partnership arrangements comply with the Anti-Kickback Statute; however, other regulatory bodies or a court may interpret these agreements differently and there is a risk that we may be found non-compliant and subject to government investigation, private and public lawsuits, civil penalties and criminal sanctions. See "Business—Government Regulation—Anti-Kickback Statute and—State Laws Regarding Prohibition of Corporate Practice of Medicine and Fee Splitting Arrangements."

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Proposed changes to financial accounting standards could require our operating leases to be recognized on the balance sheet.

In addition to our significant level of indebtedness, we have considerable obligations relating to our current capital and operating leases. Proposed changes to financial accounting standards could require such leases to be recognized on our balance sheet. All of our existing facilities are subject to leases. All facilities under the MPT Agreement have initial terms of 15 years, with three five-year renewal options. The terms of our non-MPT facilities vary, but typically have initial terms of between five and seven years with three-year to five-year renewal options. As of December 31, 2013 and March 31, 2014, we had 25 and 31 leased facilities, 24 and 30 of which were classified as operating leases and one of which was classified as a capital lease, respectively. The accounting treatment of these leases is described in Note 11 to our consolidated financial statements included in this prospectus. For the year ended December 31, 2013 and the three months ended March 31, 2014, our operating lease expense was approximately $4.5 million and $2.0 million, respectively.

In May 2013, the Financial Accounting Standards Board, or FASB, and the International Accounting Standards Board issued a revised joint discussion paper highlighting proposed changes to financial accounting standards for leases. The proposed changes would require that substantially all operating leases be recognized as assets and liabilities on our balance sheet, which would be a significant departure from the current standard, which classifies operating leases as off-balance sheet transactions and accounts for only the current year operating lease expense in the statement of operations. The right to use the leased property would be capitalized as an asset and the expected lease payments over the life of the lease would be accounted for as a liability. The effective date, which has not been determined, could be as early as 2016 and may require retrospective adoption. While we have not quantified the impact this proposed standard would have on our financial statements, if our current operating leases are instead recognized on the balance sheet, it will result in a significant increase in the liabilities reflected on our balance sheet and in the interest expense and depreciation and amortization expense reflected in our income statement, while reducing the amount of rent expense. This could potentially decrease our reported net income.

A successful challenge by tax authorities to our treatment of certain physicians as independent contractors or the elimination of an existing safe harbor could materially increase our costs relating to these physicians.

As of March 31, 2014, through Conjugate, PLLC, or Conjugate, an affiliated professional limited liability company owned and operated by our Executive Medical Director, we contracted with approximately 260 physicians and other medical staff as independent contractors to fulfill our contractual obligations to customers. Because these staff members are treated as independent contractors rather than as employees, Conjugate does not (i) withhold federal or state income or other employment related taxes from their compensation, (ii) make federal or state unemployment tax or Federal Insurance Contributions Act payments with respect to them, (iii) provide workers compensation insurance with respect to them (except in states where they are required to do so for independent contractors), or (iv) allow them to participate in benefits and retirement programs available to employees. The contracts in place with these physicians obligate them to pay these taxes and other costs. Whether these physicians are properly classified as independent contractors generally depends upon the facts and circumstances of our relationship with them. If a challenge to our treatment of these physicians as independent contractors by federal or state authorities were successful and these physicians were treated as employees instead of independent contractors, we and/or Conjugate could be liable for taxes, penalties and interest. In addition, there are currently, and have been in the past, proposals made to eliminate an existing safe harbor that would potentially protect us from the imposition of taxes in these circumstances, and similar proposals could be made in the future. If such a challenge were successful or if the safe harbor were eliminated, this could cause a material increase in

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our costs relating to these physicians and, therefore, a material adverse effect on our business, financial condition and results of operations.

We have experienced net losses and may not achieve or sustain profitability in the future.

We have experienced periods of net losses, including net losses of approximately $3.0 million and $2.8 million for the year ended December 31, 2013 and the three months ended March 31, 2014, respectively. Our revenue may not grow and we may not achieve or maintain profitability in the future. Even if we do achieve profitability, we may not sustain or increase profitability on a quarterly or annual basis in the future. Our ability to achieve profitability will be affected by the other risks and uncertainties described in this section and in "Management's Discussion and Analysis of Financial Condition and Results of Operations." If we are not able to achieve, sustain or increase profitability, our business will be materially adversely affected and the price of our Class A common stock may decline.

We depend on our senior management and may not be able to retain those employees or recruit additional qualified personnel.

We depend on our senior management, including Thomas Hall, our President and Chief Executive Officer, Timothy Fielding, our Chief Financial Officer, and Graham Cherrington, our Chief Operating Officer. We rely on the extensive experience of our management team across the healthcare, retail and hospitality sectors as well as extensive knowledge of healthcare operations and facility expansion. The loss of services of any of these or any other members of our senior management could adversely affect our business until a suitable replacement can be found. There may be a limited number of persons with the requisite skills to serve in these positions, and we cannot assure you that we would be able to identify or employ such qualified personnel on acceptable terms.

We rely on our private equity sponsor whose interests may differ from yours and who has the ability to control us.

We have in recent years depended on our relationship with our Sponsor to help guide our business plan. Our Sponsor has significant expertise in the healthcare market. This expertise has been available to us through the representatives our Sponsor has had on our board of directors and as a result of our Advisory Services Agreement with an affiliate of our Sponsor. Pursuant to the stockholders' agreement to be executed in connection with the closing of this offering, representatives of our Sponsor will have the ability to appoint a majority of the seats on our board of directors. In addition, after the consummation of this offering, our Sponsor will beneficially own in the aggregate, approximately % of the voting interest in Adeptus Health Inc. As a result of its ownership, our Sponsor may have the ability to control the outcome of matters submitted to a vote of stockholders and, through our board of directors, the ability to control decision-making with respect to our business direction and policies. Conversely, after the offering, our Sponsor may elect to reduce its ownership in our company or reduce its involvement on our board of directors, which could reduce or eliminate the benefits we have historically achieved through our relationship with it. Additionally, our Sponsor is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us.

Our business depends on numerous complex information systems, and any failure to successfully maintain these systems or implement new systems could materially harm our operations.

We depend on complex, integrated information systems and standardized procedures for operational and financial information and our billing operations. We may not have the necessary resources to enhance existing information systems or implement new systems where necessary to handle our increased patient volume and changing needs. Furthermore, we may experience unanticipated

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delays, complications and expenses in implementing, integrating and operating our systems. Any interruptions in operations during periods of implementation would adversely affect our ability to properly allocate resources and process billing information in a timely manner, which could result in customer dissatisfaction and delayed cash flow. In addition, our technology systems, or a disruption in the operation of such systems, could be subject to physical or electronic break-ins, and similar disruptions from unauthorized tampering. The failure to successfully implement and maintain operational, financial and billing information systems could have an adverse effect on our ability to obtain new business, retain existing business and maintain or increase our profit margins.

Our facilities, currently located only in Texas and Colorado, make us particularly sensitive to regulatory, economic and other conditions in those states.

Our facilities are currently located in Texas and Colorado. If there were an adverse regulatory, economic or other development in either state, our patient volume could decline, our ability to operate our facilities under our existing business model could be impacted, or there could be other unanticipated adverse impacts on our business that could have a material adverse effect on our business, prospects, results of operations and financial condition. See "Risk Factors—Risks Related To Healthcare Regulation—Changes in the rates or methods of third-party reimbursements, including due to political discord in the budgeting process outside our control, may adversely affect our revenue and operations."

Our business is seasonal, which impacts our results of operations.

Our patient volumes are sensitive to seasonal fluctuations in emergency activity. Typically, winter months see a higher occurrence of influenza, bronchitis, pneumonia and similar illnesses; however the timing and severity of these outbreaks can vary dramatically. Additionally, as consumers shift towards high deductible insurance plans, they are responsible for a greater percentage of their bill, particularly in the early months of the year before other healthcare spending has occurred, which may lead to an increase in bad debt expense during that period. Our quarterly operating results may fluctuate significantly in the future depending on these and other factors.

Our ability to open and operate facilities may be impacted by weather conditions.

Our construction timelines may be delayed due to weather conditions. This may prevent us from opening facilities on time and increase our preopening expense burden. Additionally, extreme weather or natural disasters could also severely hinder our ability to operate existing facilities, delay capital improvements or cause us to close facilities. For example, in 2013 53.7% of our patient service revenue was generated from facilities in the Houston market. If a hurricane, or other severe weather, were to affect this market, it could impact our ability to operate these facilities.

Disruptions in our disaster recovery systems or management continuity planning could limit our ability to operate our business effectively.

While we have disaster recovery systems and business continuity plans in place, any disruptions in our disaster recovery systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting our capacity to effectively monitor and control our operations. In addition, in the event that a significant number of our management personnel were unavailable in the event of a disaster, our ability to effectively conduct business could be adversely affected.

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We could be subject to lawsuits for which we are not fully reserved.

Physicians, hospitals, clinics and other participants in the healthcare industry have become subject to an increasing number of lawsuits alleging medical malpractice and related legal theories such as negligent hiring, supervision and credentialing. Some of these lawsuits may involve large claim amounts and substantial defense costs. We generally procure professional liability insurance coverage for our affiliated medical professionals and professional and corporate entities. As of March 31, 2014, our professional liability insurance coverage was $20 million. This insurance coverage may not cover all claims against us, and insurance coverage may not continue to be available at a cost satisfactory to us to allow for the maintenance of adequate levels of insurance. If one or more successful claims against us were not covered by or exceeded the coverage of our insurance, it could have a material adverse effect on our business, prospects, results of operations and financial condition. Moreover, in the normal course of our business, we are involved in lawsuits, claims, audits and investigations, including those arising out of our billing and marketing practices, employment disputes, contractual claims and other business disputes for which we may have no insurance coverage, and which are not subject to actuarial estimates. The outcome of these matters could have a material effect on our results of operations in the period when we identify the matter, and the ultimate outcome could have a material adverse effect on our financial position, results of operations, or cash flows.

The reserves we establish with respect to our losses not covered under our insurance programs are subject to inherent uncertainties.

In connection with our insurance programs, we establish reserves for losses and related expenses, which represent estimates involving actuarial and statistical projections, at a given point in time, of our expectations of the ultimate resolution and administration costs of losses we have incurred in respect of our liability risks. Insurance reserves are inherently subject to uncertainty. Our reserves are based on historical claims, demographic factors, industry trends, severity and exposure factors and other actuarial assumptions calculated by an independent actuary firm. The independent actuary firm performs studies of projected ultimate losses on an annual basis and provides quarterly updates to those projections. We use these actuarial estimates to determine appropriate reserves. Our reserves could be significantly affected if current and future occurrences differ from historical claim trends and expectations. While we monitor claims closely when we estimate reserves, the complexity of the claims and the wide range of potential outcomes may hamper timely adjustments to the assumptions we use in these estimates. Actual losses and related expenses may deviate, individually and in the aggregate, from the reserve estimates reflected in our consolidated financial statements. As of December 31, 2013 and March 31, 2014, we had a reserve of approximately $0.7 million and $0.6 million for incurred but unreported health claims, respectively. If we determine that our estimated reserves are inadequate, we will be required to increase reserves at the time of the determination, which would result in a reduction in our net income in the period in which the deficiency is determined.

Insurance coverage for some of our losses may be inadequate and may be subject to the credit risk of commercial insurance providers.

Our insurance coverage is through various third-party insurers. To the extent we hold policies to cover certain groups of claims or rely on insurance coverage obtained by third parties to cover such claims, but either we or such third parties did not obtain sufficient insurance limits, did not buy an extended reporting period policy, where applicable, or the issuing insurance company is unable or unwilling to pay such claims, we may be responsible for those losses. Furthermore, for our losses that are insured or reinsured through commercial insurance providers, we are subject to the "credit risk" of those insurance companies. While we believe our commercial insurance providers are currently creditworthy, they may not remain so in the future.

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We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business, or to defend successfully against intellectual property infringement claims by third parties.

Our ability to compete effectively depends in part upon our intellectual property rights, including but not limited to our trademarks. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property rights may not be adequate. Litigation may be necessary to enforce our intellectual property rights, or to defend against claims by third parties that the conduct of our businesses or our use of intellectual property infringes upon such third party's intellectual property rights. Any intellectual property litigation or claims brought against us, whether or not meritorious, could result in substantial costs and diversion of our resources, and there can be no assurances that favorable final outcomes will be obtained in all cases. The terms of any settlement or judgment may require us to pay substantial amounts to the other party or cease exercising our rights in such intellectual property, including ceasing the use of certain trademarks used by us to distinguish our services from those of others or ceasing the exercise of our rights in copyrightable works. In addition, we may have to seek a license to continue practices found to be in violation of a third party's rights, which may not be available on reasonable terms, or at all. Our business, financial condition or results of operations could be adversely affected as a result.

Risks Related to Healthcare Regulation

We conduct business in a heavily regulated industry and, if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations.

The healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for services, our contractual relationships with our physicians, vendors and customers, our marketing activities and other aspects of our operations. Failure to comply with these laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment loss of enrollment status and exclusion from government healthcare programs. The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by regulatory authorities or the courts, and their provisions are sometimes open to mutiple interpretations. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our managements' attention from the operation of our business.

Our physicians, nurses and technicians, as well as the third-party payors with which we have a relationship are also subject to ethical guidelines and operating standards of professional and trade associations and private accreditation agencies. Compliance with these guidelines and standards is often required by our contracts with our customers or to maintain our reputation.

The laws, regulations and standards governing the provision of healthcare services may change significantly in the future. New or changed healthcare laws, regulations or standards may materially and adversely affect our business. In addition, a review of our business by judicial, law enforcement, regulatory or accreditation authorities could result in a determination that could adversely affect our operations.

Our current facilities are subject to state statutes and regulations that govern our operations, and the failure to comply with these laws and regulations can result in civil or criminal sanctions.

Our operating freestanding emergency room facilities in Texas and Colorado, and our planned facilities in Arizona, are subject to many laws and regulations, particularly at the state and local

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government levels. These laws and regulations require our freestanding emergency rooms to meet various licensing, certification and other requirements, including those relating to:

•: building and construction codes, fire codes and life safety standards for our facilities;
•: the qualifications of medical and support personnel in our facilities;
•: the adequacy of medical care, equipment, personnel, operating policies and procedures;
•: required governance boards and organizational plans to oversee the facility;
•: facility licensure;
•: maintenance and protection of medical records;
•: environmental protection, health and safety, including the handling and disposal of medical waste;
•: development of infection control and quality improvement policies and procedures;
•: required operating hours;
•: requirements to treat our emergent patients;
•: restrictions on advertising and billing with respect to patients to make clear the facility is operating as an emergency room; and
•: patient transfer agreements and patient transfer plans to care for patients of an acuity beyond the capability of a freestanding facility.

We may be subject to regulatory fines, penalties or other sanctions if our operations or facilities are found to not comply with applicable laws and regulations. Further, these laws and regulations are subject to change. New regulation of such facilities is also possible, which could force us to change our operational approach or lead to a finding by regulators that our facilities do not meet legal requirements.

State law regulation of construction or expansion of emergency rooms could prevent us from developing additional freestanding emergency rooms or other facilities.

Thirty-six states have certificate of need programs that require some level of prior approval for the construction of a new facility, acquisition or expansion of an existing facility, or the addition of new services for various healthcare facilities. One of the most common categories of healthcare services reviewed under certificate of need laws is hospital services, which may include the emergency services we provide at our freestanding emergency rooms. While the states where our facilities are currently (or soon will be) operational (Texas, Colorado and Arizona) do not require a certificate of need, other states where we seek to expand our operations may require certificates of need under circumstances not currently applicable to our facilities. If these states require such a certificate, they may examine any proposed facility for the cost of adding additional services compared with other treatment models, the impact of our proposed facility on existing providers, the need for additional or expanded healthcare services in the relevant market and other analysis that may require changes to our business model. In such case, we may not be able to obtain the necessary certificates of need or other required approvals to meet our expansion plans. In addition, if we seek to acquire other facilities, in certificate of need states, we may be required to obtain a certificate of need before the acquisition, before we replace the equipment or before we expand the acquired facility. If we are unable to obtain such approvals, we may not be able to move forward with a planned acquisition, expand the acquired facility, add additional services to the facility or replace its equipment.

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In addition, there is a significant risk of additional state legislation restricting our ability to obtain licensure for new facilities. As described above, only a few states, including Texas and Colorado, currently license the freestanding emergency room facilities that we operate. The lack of a specific licensure process for freestanding emergency facilities may lead state legislators or regulators to aggressively regulate the growth of such facilities, potentially seeking to treat our freestanding emergency room facilities in a manner similar to hospitals. In other states, the growing number of freestanding emergency departments may lead state legislatures to pass legislation requiring us to substantially change our operations or cease our operations in that state entirely. Any such licensure challenges could materially impact our prospects and growth strategy.

We are subject to comprehensive and complex laws and rules that govern the manner in which we bill and are paid for our services by third-party payors, and the failure to comply with these rules, or allegations that we have failed to do so, can result in civil or criminal sanctions, including exclusion from federal and state healthcare programs.

Substantially all of our services are paid for by third-party commercial payors. These third-party payors typically have differing and complex billing and documentation requirements that we must meet in order to receive payment for our services. Reimbursement is typically conditioned on our providing the correct procedure and diagnostic codes and properly documenting the services themselves, including the level of service provided, the medical necessity for the services, the site of service, and the identity of the physician, nurse or technician who provided the service.

We must also comply with numerous other state and federal laws applicable to our documentation and the claims we submit for payment, including but not limited to (i) "coordination of benefits" rules that dictate which payor we must bill first when a patient has potential coverage from multiple payors, (ii) requirements that we obtain the signature of the patient or patient representative, or, in certain cases, alternative documentation, prior to submitting a claim, (iii) requirements that we make repayment within a specified period of time to any payor which pays us more than the amount to which we are entitled, (iv) "reassignment" rules governing our ability to bill and collect professional fees on behalf of our physicians, (v) requirements that our electronic claims for payment be submitted using certain standardized transaction codes and formats and (vi) laws requiring us to handle all health and financial information of our patients in a manner that complies with specified security and privacy standards.

Private third-party payors carefully audit and monitor our compliance with these and other applicable rules. Our failure to comply with the billing and other rules applicable to us could result in non-payment for services rendered or refunds of amounts previously paid for such services.

Additionally, on January 16, 2009, the United States Department of Health and Human Services, or HHS, released the final rule mandating that everyone covered by the Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act of 1996, or HIPAA, which includes our facilities must implement the International Classification of Diseases (10th Edition), or ICD-10, for medical coding on October 1, 2013. HHS subsequently postponed the deadline for implementation of ICD-10 codes until October 1, 2014. ICD-10 codes contain significantly more information than the ICD-9 codes currently used for medical coding and will require covered entities to code with much greater detail and specificity than ICD-9 codes. However, the transition to ICD-10 does not affect Current Procedural Terminology coding for physician services or outpatient procedures. We may incur additional costs for computer system updates, training, and other resources required to implement these changes.

If our operations are found to be in violation of these or any of the other laws which govern our activities, any resulting penalties, damages, fines or other sanctions could adversely affect our ability to operate our business and our financial results.

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Changes in the rates or methods of third-party reimbursements, including due to political discord in the budgeting process outside our control, may adversely affect our revenue and operations.

We derive a majority of our revenue from direct billings to patients and third-party payors. As a result, any changes in the rates or methods of reimbursement for the services we provide could have a significant adverse impact on our revenue and financial results. Reimbursement rates can vary depending on whether the facility provider is an in-network or out-of-network provider. Each of our facilities will be out-of-network for some patients. Some facilities, as an out-of-network provider, may have issues billing appropriately with certain third-party payors. In some states, we may rely on state law that requires reimbursement of our services at in-network rates. A change in state law where the majority of our facilities are operated could have a material effect on our revenue or force us to negotiate lower rates with third-party payors who may or may not be willing to enter into agreements with us. Such a legislative change is currently being pursued by members of the Colorado legislature. A proposed bill has passed a committee of the state senate, which would significantly reduce reimbursement rates for our facilities within the state by making it a violation of the state insurance code to bill insurers or their beneficiaries for facility fees. This change, if enacted, would effectively prohibit our current model within the state. We cannot predict the outcome of this pending legislation, nor can we assure you that if this law does not pass, the Colorado legislature or another state where we operate would not pass another law that damages our ability to operate under our current model.

Additionally, PPACA could ultimately result in substantial changes in coverage and reimbursement, including changes in coverage or amounts paid by private payors, which could have an adverse impact on our revenue from those sources.

Recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending could adversely affect our business model, financial condition or results of operations.

Our results of operations and financial condition could be affected by changes in healthcare spending and policy. The healthcare industry is subject to changing political, regulatory and other influences. In March 2010, the President signed PPACA into law, which made major changes in how healthcare is delivered and reimbursed, and increased access to health insurance benefits to the uninsured and underinsured population of the United States. However, certain provisions in PPACA, such as the establishment of the Independent Payment Advisory Board, could cause us to face negative reimbursement rates that would adversely affect our business model.

PPACA may also adversely affect payors by increasing their medical cost trends, which could have an effect on the industry and potentially impact our business and revenue as payors seek to offset these increases by reducing costs in other areas, although the extent of this impact is currently unknown.

Because of the continued uncertainty about the implementation of PPACA, we cannot quantify or predict with any certainty the likely impact of PPACA on our business model, prospects, financial condition or results of operations. We also anticipate that Congress and state legislatures may continue to review and assess alternative healthcare delivery and payment systems and may in the future propose and adopt legislation effecting additional fundamental changes in the healthcare delivery system. We cannot assure you as to the ultimate content, timing, or effect of changes, nor is it possible at this time to estimate the impact of potential legislation.

If current or future laws or regulations force us to restructure our arrangements with physicians, professional corporations and hospitals, we may incur additional costs, lose contracts and suffer a reduction in net revenue under existing contracts, and we may need to refinance our debt or obtain debt holder consent.

A number of laws bear on our relationships with our physicians. State authorities in some jurisdictions could find that our contractual relationships with our physicians violate laws prohibiting the corporate practice of medicine and fee-splitting. These laws are generally intended to prevent

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unlicensed persons or entities from interfering with or inappropriately influencing the physician's professional judgment, but they may also prevent the sharing of professional services income with non-professional or business interests. Approximately 30 states have some form of corporate practice of medicine restrictions and as we continue to expand into new markets, our current business model may implicate these restrictions. The states in which we currently operate (Colorado and Texas) have some level of corporate practice of medicine restrictions. In each of these states, a business corporation may not employ physicians or provide medical services. While we believe we are currently in material compliance with applicable state laws relating to the corporate practice of medicine and fee-splitting, regulatory authorities or other parties, including our affiliated physicians, may assert that, despite these arrangements, we are impermissibly engaged in the practice of medicine or that our contractual arrangements with affiliated physician groups constitute unlawful fee-splitting. In this event, we could be subject to adverse judicial or administrative interpretations, to civil or criminal penalties, our contracts could be found legally invalid and unenforceable or we could be required to restructure our contractual arrangements with our affiliated physicians and physician groups.

Our physician contracts include contracts with individual physicians and with physicians organized as separate legal professional entities (e.g., professional medical corporations). Antitrust laws may deem each such physician/entity to be separate, both from us and from each other, and, accordingly, each such physician/practice would be subject to a wide range of laws that prohibit anti-competitive conduct between or among separate legal entities or individuals. A review or action by regulatory authorities or the courts could force us to terminate or modify our contractual relationships with physicians and affiliated medical groups, or to revise them in a manner that could be materially adverse to our business.

Various licensing and certification laws, regulations and standards apply to us, our affiliated physicians and our relationships with our affiliated physicians. Failure to comply with these laws and regulations could result in our services being found to be non-reimbursable or prior payments being subject to recoupment, and can give rise to civil or criminal penalties, including loss of licensure for the facility. We routinely take actions we believe are necessary to retain or obtain all requisite licensure and operating authorities, including all building codes, state licensure rules and all state-mandated services. While we have made reasonable efforts to substantially comply with federal, state and local licensing and certification laws and regulations and standards as we interpret them, agencies that administer these programs may find that we have failed to comply in some material respects. Further, any expansion in new states or participation in the Medicare or Medicaid programs may add additional licensing and certification requirements with which we may not be in full compliance today.

Adverse judicial or administrative interpretations could result in a finding that we are not in compliance with one or more of these laws and rules that affect our relationships with our physicians.

These laws and rules, and their interpretations, may also change in the future. Any adverse interpretations or changes could force us to restructure our relationships with physicians, professional corporations or our hospital systems, or to restructure our operations. This could cause our operating costs to increase significantly. A restructuring could also result in a loss of contracts or a reduction in revenue under existing contracts. Moreover, if we are required to modify our structure and organization to comply with these laws and rules, our financing agreements may prohibit such modifications and require us to obtain the consent of the holders of such debt or require the refinancing of such debt.

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We are subject to the data privacy, security and breach notification requirements of HIPAA and other data privacy and security laws, and the failure to comply with these rules, or allegations that we have failed to do so, can result in civil or criminal sanctions.

In addition to the privacy requirements, HIPAA covered entities must implement certain administrative, physical, and technical security standards to protect the integrity, confidentiality and availability of certain electronic health-related information received, maintained, or transmitted by covered entities or their business associates. We have taken actions in an effort to be in compliance with these security regulations and believe that we are in substantial compliance, however, a security incident that bypasses our information security systems causing an information security breach, loss of protected health information or other data subject to privacy laws or a material disruption of our operational systems could result in a material adverse impact on our business, along with fines. Ongoing implementation and oversight of these security measures involves significant time, effort and expense.

The Health Information Technology for Economic and Clinical Health Act, or HITECH, as implemented in part by an omnibus final rule published in the Federal Register on January 25, 2013, further requires that patients be notified of any unauthorized acquisition, access, use, or disclosure of their unsecured protected health information, or PHI, that compromises the privacy or security of such information. HHS has established the presumption that all unauthorized uses or disclosures of unsecured protected health information constitute breaches unless the covered entity or business associate establishes that there is a low probability the information has been compromised. HITECH and implementing regulations specify that such notifications must be made without unreasonable delay and in no case later than 60 calendar days after discovery of the breach. If a breach affects 500 patients or more, it must be reported immediately to HHS, which will post the name of the breaching entity on its public website. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS of such breaches at least annually. These breach notification requirements apply not only to unauthorized disclosures of unsecured PHI to outside third parties, but also to unauthorized internal access to or use of such PHI.

HITECH significantly expanded the scope of the privacy and security requirements under HIPAA and increased penalties for violations. Currently, violations of the HIPAA privacy, security and breach notification standards may result in civil penalties ranging from $100 to $50,000 per violation, subject to a cap of $1.5 million in the aggregate for violations of the same standard in a single calendar year. The amount of penalty that may be assessed depends, in part, upon the culpability of the applicable covered entity or business associate in committing the violation. Some penalties for certain violations that were not due to "willful neglect" may be waived by the Secretary of HHS in whole or in part, to the extent that the payment of the penalty would be excessive relative to the violation. HITECH also authorized state attorneys general to file suit on behalf of residents of their states. Applicable courts may able to award damages, costs and attorneys' fees related to violations of HIPAA in such cases. HITECH also mandates that the Secretary of HHS conduct periodic compliance audits of a cross-section of HIPAA

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covered entities and business associates. Every covered entity and business associate is subject to being audited, regardless of the entity's compliance record.

States may impose more protective privacy restrictions in laws related to health information and may afford individuals a private right of action with respect to the violation of such laws. Both state and federal laws are subject to modification or enhancement of privacy protection at any time. We are subject to any federal or state privacy-related laws that are more restrictive than the privacy regulations issued under HIPAA. These statutes vary and could impose additional requirements on us and more severe penalties for disclosures of health information. Both Texas and Colorado have privacy regulations that are more restrictive than HIPAA and impose additional requirements. If we fail to comply with HIPAA or similar state laws, including laws addressing data confidentiality, security or breach notification, we could incur substantial monetary penalties and our reputation.

In addition, states may also impose restrictions related to the confidentiality of personal information that is not considered "protected health information" under HIPAA. Such information may include certain identifying information and financial information of our patients. Theses state laws may impose additional notification requirements in the event of a breach of such personal information. Failure to comply with such data confidentiality, security and breach notification laws may result in substantial monetary penalties.

We do not currently participate in the federal Medicare program or any state Medicaid programs, and any effort to serve patients relying on these programs may require us to comply with a number of additional federal regulatory schemes, require significant changes to our operations, and subject our facilities to potentially adverse financial impacts from federal legislative or regulatory changes.

Our facilities do not currently participate as providers in the federal Medicare, Medicaid or Tricare programs. By not participating in these programs, many potential consumers of our services in our target markets may choose to receive services from other providers. Because we do not currently participate as Medicare or Medicaid providers, we are not directly subject to certain federal regulatory schemes. For example, the federal physician self-referral law, or the Stark Law, and the Anti-Kickback Statute apply only to the provision of healthcare services and supplies to Medicare and Medicaid patients. While we have sought to organize our operations to comply with both the Stark Law and Anti-Kickback Statute, we cannot assure you that, if we joined these government programs, we would not have to reorganize our existing relationships with our physicians, referral sources and other partners, or that we would not be subject to government investigation for failure to comply with these laws.

In addition, these programs, particularly Medicare, have substantial statutory and regulatory requirements that would likely require us to modify our current operational model to participate. For example, the Medicare program does not currently allow the participation of independent freestanding emergency room facilities. To participate as a Medicare provider, we would need to open a central-hospital facility that owns and operates the satellite freestanding emergency rooms as "provider-based facilities" under a unified organization. Under Medicare, establishing such a central-hospital facility with satellite freestanding emergency rooms structure requires a hospital to be "primarily engaged in the provision of services to inpatients." This requirement could limit our ability to grow by restricting the number of additional freestanding facilities associated with each Medicare-certified hospital to ensure compliance with the inpatient service requirements. This and other Medicare conditions of participation could be costly and limit our expansion plans. Our current accreditation from the Joint Commission as freestanding emergency room facilities does not guarantee that our facilities would meet the Joint Commission hospital standards or Medicare conditions of participation or Medicaid requirements for hospitals.

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Furthermore, the Medicare and Medicaid programs are particularly susceptible to statutory and regulatory changes, retroactive and prospective rate adjustments, spending freezes, federal and state funding reductions and administrative rulings and interpretations concerning, without limitation, patient eligibility requirements, funding levels and the method of calculating payments or reimbursements. PPACA reduces annual payment updates for certain providers, including hospitals, and reduces Medicare payments for certain procedures, such as readmissions and hospital-acquired infections. Furthermore, the Budget Control Act of 2011 requires automatic spending reductions for each fiscal year through 2021. We are unable to predict how these spending reductions will be structured, what other deficit reduction initiatives may be adopted by the U.S. Congress or how these changes would impact our facilities if we entered the Medicare program.

Enrolling as a Medicaid provider could also subject a portion of our revenue to fluctuations and limitations in state budgets. Many states legislatures are required by their state constitution or laws to balance the state's budgets annually and the Medicaid program is often the largest budget expenditure for many states. In recent years, as economic forces put pressure on state budgets, many states decreased spending or decreased spending growth for their Medicaid programs. States also continually review and revise their Medicaid programs and request waivers from the Centers for Medicare & Medicaid Services from otherwise national requirements, which could result in certain payments being reduced or eliminated. Such spending changes could have a material impact on the performance of our facilities, if our facilities participate in state Medicaid programs.

Our facilities, billing practices, relationships with healthcare providers and third parties, and our marketing practices may become subject to the Anti-Kickback Statute, Stark Law, False Claims Act and similar state laws.

Our facilities do not currently participate in the federal Medicare, Medicaid, or Tricare programs. In the event we enroll in any of these programs, however, our facilities would be directly subject to additional federal laws, including, but not limited to, those discussed below.

Anti-Kickback Statute

Provisions in Title XI of the Social Security Act, commonly referred to as the Anti-Kickback Statute, prohibit the knowing and willful offer, payment, solicitation or receipt of remuneration, directly or indirectly, in return for the referral of patients or arranging for the referral of patients, or in return for the recommendation, arrangement, purchase, lease or order of items or services that are covered, in whole or in part, by a federal healthcare program such as Medicare or Medicaid. The definition of "remuneration" has been broadly interpreted to include anything of value such as gifts, discounts, rebates, waiver of payments or providing anything at less than its fair market value. Many states such as Texas and Arizona have adopted similar prohibitions against kickbacks and other practices that are intended to influence the purchase, lease or ordering of healthcare items and services reimbursed by a governmental health program or state Medicaid. Some of these state prohibitions apply to remuneration for referrals of healthcare items or services reimbursed by any payor, including private payors.

Although the company does not currently accept Medicare, Medicaid or Tricare reimbursement, we could still be subject to the Anti-Kickback Statute to the extent we have referral or financial relationships with other parties that do participate in those programs.

Violations of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental programs as well as civil and criminal penalties, such as $25,000 per violation and up to three times the remuneration involved. We may be required to enter into settlement agreements with the government to avoid such sanctions. Typically, such settlement agreements require substantial payments to the government in exchange for the government to release its claims, and may also require

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us to enter into a Corporate Integrity Agreement, or CIA. The obligations contained in such CIA could have a material adverse effect on our business, financial condition and results of operations.

Stark Law

The Stark Law prohibits a physician from referring a patient to a healthcare provider for certain designated health services reimbursable by Medicare if the physician (or close family members) has a financial relationship with that provider, including an investment interest, a loan or debt relationship or a compensation relationship. The designated health services covered by the law include, among others, hospital inpatient, hospital outpatient, laboratory and imaging services. Some states, including Texas and Colorado, have self-referral laws similar to Stark Law for Medicaid claims (and commercial claims). States such as Arizona and Texas also require physicians to disclose to their patients that they have a direct financial relationship in a separate diagnostic or treatment agency or in services and goods being prescribed.

Violation of the Stark Law may result in prohibition of payment for services rendered, a refund of any Medicare payments for services that resulted from an unlawful referral, $15,000 civil monetary penalties for specified infractions, criminal penalties, exclusion from Medicare and Medicaid programs, and potential false claims liability. The repayment provisions in the Stark Law are not dependent on the parties having an improper intent; rather, the Stark Law is a strict liability statute and any violation is subject to repayment of all tainted referrals. If physician self-referral laws are interpreted differently or if other legislative restrictions are issued, we could incur significant sanctions and loss of revenues, or we could have to change our arrangements and operations in a way that could have a material adverse effect on our business, prospects, results of operations and financial condition.

False Claims Act

The federal government is authorized to impose criminal, civil and administrative penalties on any person or entity that files a false claim for payment from the Medicare or Medicaid programs. False claims filed with private insurers can also lead to criminal and civil penalties under state law. While the criminal statutes are generally reserved for instances of fraudulent intent, the government applies criminal, civil and administrative penalty statutes to a range of circumstances, including coding errors, billing for services not provided, submitting false cost reports, submitting claims resulting from arrangements prohibited by the Stark Law or the Anti-Kickback Statute, billing for services not rendered in compliance with complex Medicare and Medicaid regulations and guidance, misrepresenting services rendered (e.g., miscoding, upcoding, etc.) and application for duplicate reimbursement. Additionally, the federal government has taken the position that claiming reimbursement for unnecessary or substandard services violates these statutes if the claimant should have known that the services were unnecessary or substandard. Criminal penalties also are available in the case of claims filed with private insurers if the federal government shows that the claims constitute mail fraud or wire fraud or violate a number of federal criminal healthcare fraud statutes.

Under the "qui tam" provisions of the Federal False Claims Act, private parties ("relators" or "whistleblowers") may bring actions against providers on behalf of the federal government. Such private parties are entitled to share in any amounts recovered by the government through trial or settlement. Qui tam cases are sealed by the court at the time of filing. The only parties privy to the information contained in the complaint are the relator, the federal government and the presiding court. In recent years, the number of suits brought by private individuals has increased dramatically.

Both direct enforcement activity by the government and whistleblower lawsuits under the Federal False Claims Act have increased significantly in recent years and have increased the risk of healthcare companies like us having to defend a false claims action, repay claims paid by the government, pay fines or be excluded from the Medicare and Medicaid programs. In addition, under PPACA, providers

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must report and refund the overpayments before the later of 60 days after the overpayment was identified or the date any corresponding cost report is due, if applicable. Any overpayment that is retained after this deadline is considered an obligation subject to an action under the Federal False Claims Act.

A number of states have enacted false claims acts that are applicable to claims submitted to state Medicaid programs and are similar to the Federal False Claims Act. Section 6031 of the Deficit Reduction Act of 2005, or DRA, amended federal law to encourage these types of state laws, along with a corresponding increase in state initiated false claims enforcement efforts. Currently, most states and the District of Columbia have some form of state false claims act. As of March 10, 2014, the OIG has reviewed 28 of these and determined that 14 of these satisfy the DRA standards, including Texas and Colorado. Several states were given a grace period to amend their false claims acts to come into compliance with recent amendments to the Federal False Claims Act. We anticipate this figure will continue to increase.

Recovery Audit Program of the Centers for Medicare & Medicaid Services

We believe that the Centers for Medicare & Medicaid Services will continue to operate its Recovery Audit Program, which could randomly audit us if we enroll in the Medicare, Medicaid, or Tricare program. The Recovery Audit Program's mission is to identify and correct Medicare improper payments through the efficient detection and collection of overpayments made on claims of healthcare services provided to Medicare beneficiaries, and the identification of underpayments to providers so that the Centers for Medicare & Medicaid Services can implement actions that will prevent future improper payments in all 50 states.

The Emergency Medical Treatment and Labor Act

If we participate in Medicare, Medicaid or Tricare, we may become subject to certain requirements of the Emergency Medical Treatment and Labor Act, or EMTALA. Under EMTALA, all participating hospitals with emergency departments are required to provide an appropriate medical screening examination upon request by any individual to determine whether an emergency medical condition exists or if the patient is in active labor. If the hospital determines that there is an emergency medical condition, then the hospital must stabilize the individual. Violations of these EMTALA obligations (if applicable) could subject us to civil penalties. Furthermore, individuals have a private right of enforcement if they suffer harm that is a direct result of a violation of EMTALA.

Our facilities are subject to state requirements similar to those of EMTALA, regardless of whether our facilities enroll in Medicare, Medicaid or Tricare. For example, in Texas, as freestanding emergency room facilities, we are required by state law to provide appropriate screening and examinations to individuals to determine if an emergency medical condition exists. The facilities are also required to provide the necessary stabilizing treatment without assessing the individual's ability to pay. Violations of these requirements could lead to administrative and criminal penalties.

Changes in our ownership structure and operations may require us to comply with numerous notification and reapplication requirements in order to maintain our licenses, certifications or other authorizations to operate, and failure to do so, or an allegation that we have failed to do so, could result in payment delays, forfeiture of payment or civil and criminal penalties.

We and our contracted physicians are subject to various federal, state and local licensing and certification laws with which we must comply in order to maintain authorization to provide, or receive payment for, our services. Compliance with these requirements is complicated by the fact that they differ from jurisdiction to jurisdiction, and in some cases are not uniformly applied or interpreted even

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within the same jurisdiction. Failure to comply with these requirements can lead not only to delays in payment and refund requests, but in extreme cases can give rise to civil or criminal penalties.

In certain jurisdictions, changes in our ownership structure require pre- or post-notification to state governmental licensing and certification agencies, or agencies with which we have contracts. Relevant laws in some jurisdictions may also require re-application or re-enrollment and approval to maintain or renew our licensure, certification, contracts or other operating authority. Our changes in corporate structure and ownership involving changes in our beneficial ownership required us in some instances to give notice, re-enroll or make other applications for authority to continue operating in various jurisdictions or to begin to receive payment from government payment programs. The extent of such notices and filings may vary in each jurisdiction in which we operate, although those regulatory entities requiring notification generally request factual information regarding the new corporate structure and new ownership composition of the operating entities that hold the applicable licensing and certification.

While we have made consistent efforts to substantially comply with these requirements, we cannot assure you that the agencies that administer these programs or have awarded us contracts will not find that we have failed to comply in some material respects. A finding of non-compliance and any resulting payment delays, refund demands or other sanctions could have a material adverse effect on our business, financial condition or results of operations.

Federal law does not mandate coverage or reimbursement amounts by private payors for services provided in our facilities.

PPACA requires all non-grandfathered insurance plans covering emergency services to cover treatment of a "prudent layperson" who reasonably believes his or her health is in jeopardy at emergency departments of a hospital without regard to whether that hospital is in-network. PPACA further prohibits insurance providers from requiring pre-approval authorization or other administrative limits on such services in out-of-network hospitals, and has certain minimum payment provisions for emergency care in a hospital emergency department that meet this prudent layperson standard. These provisions do not currently apply to our facilities since our facilities are not hospital emergency departments. Without PPACA's protections, there is risk that insurance providers may respond to the costs of these new federal mandates by reducing payment to non-covered freestanding emergency departments, such as our operating facilities. Further, many states previously enacted prudent layperson standards that may benefit our facilities. For instance, Texas requires insurers to reimburse services that meet its prudent layperson standard in all out-of-network emergency rooms, including our freestanding emergency room facilities. With the federal changes, states may be less willing to protect non-hospital emergency room services or to maintain their own prudent layperson standard laws. We cannot guarantee that such changes caused by PPACA will not disadvantage our facilities in a way that materially changes our revenue or operations.

Risks Related to Our Organizational Structure

We are an "emerging growth company" as defined in the Securities Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.

We are an "emerging growth company" as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, among other things, not being required to comply with the auditor attestation requirements of Section 404, reduced financial disclosure requirements, which include being permitted to provide only two years of audited financial statements, with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure, reduced disclosure

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obligations regarding executive compensation and exemptions from the requirements of holding a non-binding stockholder advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information that they may deem important. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2) of the Securities Act for complying with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We could be an emerging growth company for up to five years following the date of this prospectus, although circumstances could cause us to lose that status earlier, including if our total annual gross revenue exceeds $1.0 billion, if we issue more than $1.0 billion in non-convertible debt securities during any three-year period, or if the market value of our Class A common stock held by non-affiliates exceeds $700.0 million as of any June 30 before that time. Investors may find our Class A common stock less attractive because we may rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

Pursuant to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 for so long as we are an "emerging growth company."

Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we file with the SEC as a public company, and generally requires in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an "emerging growth company." We could be an "emerging growth company" for up to five years.

Furthermore, at such time as we cease to be an "emerging growth company," we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to conclude that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, our independent registered public accounting firm may issue an adverse opinion due to ineffective internal controls over financial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could have a material adverse effect on our business, prospects, results of operations and financial condition.

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Adeptus Health Inc.'s only material asset after completion of this offering will be its interest in Adeptus Health LLC, and it is accordingly dependent upon distributions from Adeptus Health LLC to pay taxes and pay dividends.

Adeptus Health Inc. is a holding company that will be formed in connection with this offering and will have no material assets other than its ownership of LLC Units. Adeptus Health Inc. has no independent means of generating revenue. Adeptus Health Inc. intends to cause Adeptus Health LLC to make distributions to its unitholders in an amount sufficient to cover all applicable taxes at assumed tax rates and dividends, if any. Deterioration in the financial condition, earnings or cash flow of Adeptus Health LLC and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, to the extent Adeptus Health Inc. needs funds, and Adeptus Health LLC is restricted from making such distributions under applicable law or regulation or under the terms of our financing arrangements, or is otherwise unable to provide such funds, it could materially adversely affect our business, prospects, results of operations or financial condition.

Payments of dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications of the payment of dividends by us to our stockholders or by our subsidiaries (including Adeptus Health LLC) to us, and such other factors as our board of directors may deem relevant. First Choice ER, LLC and its subsidiaries are currently subject to certain restrictions and covenants under our Senior Secured Credit Facility, including limits on amounts of leverage, interest charges and capital expenditures. These restrictions and covenants may restrict the ability of those entities to make distributions to Adeptus Health Inc. Any additional financing arrangement we enter into in the future may include restrictive covenants that limit our ability to pay dividends. In addition, Adeptus Health LLC is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Adeptus Health LLC (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Adeptus Health LLC are generally subject to similar legal limitations on their ability to make distributions to Adeptus Health LLC.

Adeptus Health Inc. will be required to pay the Post-IPO Unit Holders and the Merged Owner certain tax benefits they may claim arising in connection with this offering and related transactions and subsequent exchanges in the future, and the amounts it may pay could be significant.

We will enter into a tax receivable agreement with the Post-IPO Unit Holders providing for the payment by Adeptus Health Inc. to the Post-IPO Unit Holders of 85% of the benefits, if any, that Adeptus Health Inc. is deemed to realize as a result of increases in tax basis resulting from our purchases or exchanges of LLC Units and certain other tax benefits. See "Organizational Structure" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreements."

We will also enter into a tax receivable agreement with the Merged Owner that will provide for the payment by Adeptus Health Inc. to the Merged Owner of 85% of the benefit, if any, that Adeptus Health Inc. is deemed to realize as a result of net operating loss carryovers of SCP III AIV THREE-FCER Blocker, Inc. from periods (or portions thereof) prior to the consummation of this offering. See "Organizational Structure" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreements."

We expect the payments that Adeptus Health Inc. may make under the tax receivable agreements will be substantial. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise or if distributions to Adeptus Health Inc. by Adeptus Health LLC are not sufficient to permit Adeptus Health Inc. to make payments under the tax receivable agreements after it

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has paid taxes. The payments under the tax receivable agreements are not conditioned upon the Post-IPO Unit Holders' continued ownership of us.

Estimating the amount of payments that may be made under the tax receivable agreements is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreements, will vary depending upon a number of factors, including the timing of exchanges, the relative value of our assets at the time of the exchange, the price of shares of our common stock at the time of the exchange, the extent to which such exchanges are taxable, the amount and timing of the taxable income we realize in the future and the tax rate then applicable, our use of loss carryovers and the portion of our payments under the tax receivable agreements constituting imputed interest or depreciable or amortizable basis.

We are not aware of any issue that would cause the IRS to challenge a tax basis increase or the net operating loss carryovers; however, if the IRS were successful in making such a challenge, we would not be reimbursed for any payments that may previously have been made under the tax receivable agreements if it is later determined that we did not receive the anticipated corresponding tax benefit. As a result, in certain circumstances we could make payments under the tax receivable agreements in excess of our cash tax savings.

Our corporate structure may result in conflicts of interest between our stockholders and the holders of LLC Units.

We hold our assets and conduct substantially all of our operations through Adeptus Health LLC, which may in the future issue additional LLC Units to third parties. Persons holding LLC Units would have the right to vote on certain amendments to the limited liability company agreement of Adeptus Health LLC, as well as on certain other matters. Persons holding these voting rights may exercise them in a manner that conflicts with the interests of our stockholders. Circumstances may arise in the future when the interests of members in Adeptus Health LLC conflict with the interests of our stockholders. As we are the managing member of Adeptus Health LLC, we have fiduciary duties to the other members of Adeptus Health LLC that may conflict with fiduciary duties our officers and directors owe to our stockholders. These conflicts may result in decisions that are not in the best interests of stockholders.

Transformation into a public company will increase our costs and may disrupt the regular operations of our business.

This offering will have a significant transformative effect on us. Our business historically has operated as a privately owned company and we will incur significant additional legal, accounting, reporting and other expenses as a result of having publicly-traded Class A common stock. We will also incur costs that we have not incurred previously, particularly after we are no longer an "emerging growth company." Such costs include, but are not limited to, costs and expenses for directors fees, increased directors and officers insurance, investor relations, compliance with the Sarbanes-Oxley Act and rules and regulations of the SEC, and various other costs of a public company.

The additional demands associated with being a public company may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses. Any of these effects could harm our business, financial condition and results of operations.

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We will be deemed a "controlled company" and, as a result, will be exempt from certain corporate governance requirements.

Upon completion of this offering, certain of our Existing Owners will continue to hold interests representing a majority of our outstanding voting power. So long as they maintain such a majority, we will be a "controlled company" within the meaning of corporate governance standards of the NYSE. Under those standards, a company of which more than 50% of the voting power is held by another company or group is a "controlled company" and need not comply with certain requirements, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that there be a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities, (3) the requirement that there be a compensation committee composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities and (4) the requirement of an annual performance evaluation of the nominating/corporate governance and compensation committees. As a result, we will not be required to have a majority of independent directors on our board of directors and we will not be required to have a nominating and corporate governance committee or compensation committee. If we are no longer eligible to rely on the controlled company exception, we intend to comply with all applicable corporate governance requirements, but we will be able to rely on phase-in periods for certain of these requirements in accordance with NYSE rules. Accordingly, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all corporate governance requirements.

Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our amended and restated certificate of incorporation and amended and restated by-laws will contain provisions that may make the acquisition of our company more difficult without the approval of our board of directors. Among other things, these provisions:

•: authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend or other rights or preferences superior to the rights of the holders of Class A common stock;
•: generally prohibit stockholder action by written consent once we no longer qualify as a "controlled company," which requires all stockholder actions to be taken at a meeting of our stockholders;
•: expressly authorize the board of directors to make, alter or repeal our by-laws by majority vote; and
•: establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our Class A common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire. See "Description of Capital Stock."

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Risks Related to this Offering and Our Class A Common Stock

A significant portion of the proceeds from this offering will be used to purchase LLC Units from certain of our Existing Owners.

We intend to use $ of the proceeds from this offering (or $ if the underwriters exercise in full their option to purchase additional shares) to purchase LLC Units from certain of our Existing Owners, as described under "Organizational Structure—Reorganization Transactions—Offering Transactions." Accordingly, we will not retain any of the proceeds used to purchase such LLC Units.

There is no existing market for our Class A common stock, and we do not know if one will develop to provide stockholders with adequate liquidity.

Prior to this offering, there has not been a public market for our Class A common stock. We cannot predict whether investor interest in our company will lead to the development of an active trading market on the NYSE or otherwise or how liquid any market that does develop might become. The initial public offering price for the shares of our Class A common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering.

Our share price may decline due to the large number of shares eligible for future sale and for exchange.

The market price of our Class A common stock could decline as a result of sales of a large number of shares of Class A common stock in the market after this offering or the perception that such sales could occur. These sales, or the possibility these sales may occur, might also make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. After the consummation of this offering, we will have outstanding shares of Class A common stock. This number includes shares of our Class A common stock we are selling in this offering, which may be resold immediately in the public market. In addition, after the consummation of this offering, the Merged Owner will hold shares of Class A common stock and the Post-IPO Unit Holders will hold LLC Units. See "Shares Eligible for Future Sale."

In addition, the Post-IPO Unit Holders (or certain permitted transferees thereof) will have the right (subject to the terms of the Amended and Restated Limited Liability Company Agreement) to exchange their LLC Units (together with a corresponding number of shares of our Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications. These exchanges, or the possibility these exchanges may occur, might also make it more difficult for holders of our Class A common stock to sell such stock in the future at a time and at a price that they deem appropriate. See "Certain Relationships and Related Party Transactions—Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC—Exchange Procedures."

We, our executive officers, directors and holders of our common stock, including the selling stockholders, have agreed not to sell or transfer any of our Class A common stock or securities convertible into, exchangeable for, exercisable for or repayable with our Class A common stock (including LLC Units), for 180 days after the date of this prospectus without first obtaining the written consents of certain of the underwriters.

We will also enter into a registration rights agreement pursuant to which the Post-IPO Unit Holders, their affiliates and certain of their transferees will have the ability to cause us to register the shares of our Class A common stock they acquire in connection with the Reorganization Transactions or will receive upon exchange of their LLC Units (together with a corresponding number of shares of our Class B common stock).

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The market price of our Class A common stock may be volatile, which could cause the value of your investment to decline or could subject us to litigation.

The market for equity securities worldwide experiences significant price and volume fluctuations that could result in a reduced market price of our Class A common stock, even if our operating performance is strong. In addition, general economic, market or political conditions could have an adverse effect on our stock price. Our Class A common stock price could also suffer significantly if our operating results are below the expectations of analysts and investors. Investors may be unable to resell their shares of our Class A common stock at or above the initial public offering price. In addition, when the market price of a company's common stock drops significantly, stockholders sometimes institute securities class action lawsuits against that company. A securities class action lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources from our business.

If securities analysts do not publish research or reports about our business or if they downgrade our company or our sector, the price of our Class A common stock could decline.

The trading market for our Class A common stock will depend in part on the research and reports that industry or financial analysts publish about us or our business. We do not influence or control the reporting of these analysts. If one or more of the analysts who do cover us downgrade or provide a negative outlook on our company or our industry, or the stock of any of our competitors, the price of our Class A common stock could decline. If one or more of these analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause the price of our Class A common stock to decline.

If you purchase shares of our Class A common stock in this offering, you will experience substantial and immediate dilution.

If you purchase shares of our Class A common stock in this offering, you will experience substantial and immediate dilution of $ per share assuming an initial offering price of $ per share (which is the midpoint of the price range shown on the cover of this prospectus), because the price that you pay will be substantially greater than the net tangible book value per share of the common stock that you acquire. This dilution is caused in large part because our Existing Owners paid substantially less than the initial public offering price when they purchased their LLC Units. You will also experience additional dilution upon the exercise of options to purchase Class A common stock under our equity incentive plans, if we issue restricted stock to our employees under these plans or if we otherwise issue additional shares of our Class A common stock. See "Organizational Structure," "Dilution" and "Shares Eligible for Future Sale."

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. These statements include, but are not limited to, statements about our strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements contained in this prospectus that are not historical facts. When used in this document, words such as "anticipate," "believe," "estimate," "expect," "intend," "plan" and "project" and similar expressions as they relate to us are intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate.

The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. We believe that these factors include, but are not limited to, the following:

•: our ability to implement our growth strategy;
•: our ability to maintain sufficient levels of cash flow to meet growth expectations;
•: our ability to protect our brand;
•: federal and state laws and regulations relating to our facilities, which could lead to the incurrence of significant penalties by us or require us to make significant changes to our operations;
•: our ability to locate available facility sites on terms acceptable to us;
•: competition from hospitals, clinics and other emergency care providers;
•: our dependence on payments from third-party payors;
•: our ability to source and procure new products and equipment to meet patient preferences;
•: our reliance on MPT and the MPT Agreement;
•: disruptions in the global financial markets leading to difficulty in borrowing sufficient amounts of capital to finance the carrying costs of inventory to pay for capital expenditures and operating costs;
•: our ability or the ability of our healthcare system partners to negotiate favorable contracts or renew existing contracts with third-party payors on favorable terms;
•: significant changes in our payor mix or case mix resulting from fluctuations in the types of cases treated at our facilities;
•: material changes in IRS revenue rulings, case law or the interpretation of such rulings;
•: shortages of, or quality control issues with, emergency care-related products, equipment and medical supplies that could result in a disruption of our operations;
•: the intense competition we face for patients, physician use of our facilities, strategic relationships and commercial payor contracts;
•: the fact that we are subject to significant malpractice and related legal claims;
•: the growth of patient receivables or the deterioration in the ability to collect on those accounts;

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•: the impact on us of PPACA, which represents a significant change to the healthcare industry; and
•: ensuring our continued compliance with HIPAA, which could require us to expend significant resources and capital.

These forward-looking statements involve known and unknown risks, inherent uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Actual results and the timing of certain events may differ materially from those contained in these forward-looking statements.

Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this prospectus as anticipated, believed, estimated, expected, intended, planned or projected. We discuss many of these risks in greater detail under the heading "Risk Factors." Unless required by United States federal securities laws, we neither intend nor assume any obligation to update these forward-looking statements, which speak only as of their dates.

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USE OF PROCEEDS

We estimate the net proceeds to us from this offering, based on the initial public offering price per share of $ (which is the midpoint of the price range shown on the cover of this prospectus), after deducting underwriting discounts and commissions, will be approximately $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock). We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling stockholders. We estimate that our expenses from this offering will be approximately $ .

We intend to use $ million of these proceeds (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), to purchase LLC Units from certain of our Existing Owners, as described under "Organizational Structure—Reorganization Transactions—Offering Transactions." Accordingly, we will not retain any of the proceeds used to purchase such LLC Units. See "Principal and Selling Stockholders" for information regarding the proceeds from this offering that will be paid to our directors and named executive officers.

We intend to use $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) of these proceeds to purchase newly-issued LLC Units from Adeptus Health LLC, as described under "Organizational Structure—Reorganization Transactions—Offering Transactions." We intend to cause Adeptus Health LLC to use these proceeds to repay some or all of the then outstanding revolving indebtedness under the Senior Secured Credit Facility (with such facility remaining outstanding after such repayment and amounts repaid available for re-borrowing to fund the construction of new facilities, purchase new medical equipment and for general corporate purposes). Any remaining proceeds will be used for general corporate purposes, including working capital to support our facility expansion efforts. The amounts currently outstanding under the Senior Secured Credit Facility were utilized to repay preexisting indebtedness, construct new facilities and support our working capital needs in relation to our growth efforts. As of March 31, 2014, we had approximately $82.0 million outstanding under the Senior Secured Credit Facility, excluding letters of credit and guarantees, with a weighted average interest rate of 8.5%. The Senior Secured Credit Facility matures on October 31, 2018.

We intend to use $2.0 million of these proceeds to make a one-time payment to Sterling Fund Management, or SFM, an affiliate of our Sponsor, in connection with the termination of the Advisory Services Agreement. Pursuant to the Advisory Services Agreement, which we entered into with SFM on September 30, 2011, SFM has provided management, consulting and financial services to us and our subsidiaries. The Advisory Services Agreement has a five-year term and is automatically renewable for successive one-year periods, until such time that our Sponsor or any of its affiliates, in the aggregate, no longer beneficially own greater than 10% of the then-outstanding voting securities of First Choice ER, LLC. Notwithstanding the foregoing, in connection with the consummation of this offering, the Advisory Services Agreement will be terminated. See "Certain Relationships and Related Party Transactions—Advisory Services Agreement."

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DIVIDEND POLICY

We do not currently plan to pay a dividend on our common stock following this offering. The declaration, amount and payment of any future dividends on shares of Class A common stock will be at the sole discretion of our board of directors.

Adeptus Health Inc. is a holding company and has no material assets other than its ownership of LLC Units in Adeptus Health LLC. In the event that we do pay a dividend, we intend to cause Adeptus Health LLC to make distributions to us in an amount sufficient to cover such dividend. If Adeptus Health LLC makes such distributions to us, the other holders of LLC Units will also be entitled to receive distributions pro rata in accordance with the percentages of their respective LLC Units.

The Senior Secured Credit Facility limits the ability of Adeptus Health LLC to pay distributions to us. See "Description of Indebtedness."

Any financing arrangements that we enter into in the future may include restrictive covenants that limit our ability to pay dividends. In addition, Adeptus Health LLC is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Adeptus Health LLC (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Adeptus Health LLC are generally subject to similar legal limitations on their ability to make distributions to Adeptus Health LLC.

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of March 31, 2014 of Adeptus Health LLC on an actual basis and of Adeptus Health Inc. on a pro forma basis to reflect:

•: the Reorganization Transactions as described in "Organizational Structure";
•: the sale of shares of our Class A common stock in this offering at the assumed initial offering price of $ per share (the midpoint of the price range on the cover page of this prospectus), after deducting underwriting discounts, commissions and estimated offering expenses; and
•: the application of the net proceeds as described in "Use of Proceeds."

You should read the information in this table in conjunction with our financial statements and the notes to those statements appearing in this prospectus, as well as the information under the headings "Organizational Structure," "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

	As of March 31, 2014

			Adeptus Health Inc.
	Adeptus Health LLC		Adeptus Health Inc.
	Adeptus Health LLC		Pro Forma (unaudited)
(in thousands, except for share amounts)	Actual		Pro Forma (unaudited)
Cash and cash equivalents	$	1,127	$


Short-term debt:
Insurance financing agreement		336
Current maturities of capital lease obligations		66


Total short-term debt		402
Long-term debt:
Senior Secured Credit Facility-term loan(1)		82,000
Capital lease obligations		4,002


Total long-term debt		86,002
Owners' / Stockholders' equity:
Owners' equity		75,543
Class A common stock: par value $0.01 per share; shares authorized; shares issued and outstanding, as adjusted for this offering		—
Class B common stock: par value $0.01 per share; shares authorized; shares issued and outstanding, as adjusted for this offering		—
Additional paid-in capital		—
Accumulated other comprehensive income (loss)		—
Retained earnings		—
Non-controlling interest		—


Total owners' / stockholders' equity		75,543


Total capitalization	$	161,947	$

(1): On October 31, 2013, we entered into a Senior Secured Credit Facility for a $75 million term loan, which matures on October 31, 2018. The Senior Secured Credit Facility includes an additional $165.0 million delayed draw term loan commitment, which, if unused, expires on April 30, 2015; otherwise the amounts outstanding expire on October 31, 2018. The Senior Secured Credit Facility also includes a $10.0 million revolving commitment that matures on October 31, 2018. See "Description of Indebtedness."

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DILUTION

If you invest in shares of our Class A common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of Class A common stock and the pro forma net tangible book value per share of Class A common stock after this offering. Dilution results from the fact that the per share offering price of the shares of Class A common stock is substantially in excess of the pro forma net tangible book value per share attributable to our Existing Owners.

Our pro forma net tangible book value as of March 31, 2014, would have been approximately $ million, or $ per share of Class A common stock. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities after giving effect to our reorganization into a holding company structure. Pro forma net tangible book value per share of Class A common stock represents pro forma net tangible book value divided by the number of shares of Class A common stock outstanding and assumes that all of the Post-IPO Unit Holders exchanged their LLC Units (together with a corresponding number of shares of our Class B common stock) for newly-issued shares of Class A common stock on a one-for-one basis.

After giving effect to the sale of shares of Class A common stock in this offering at the assumed initial offering price of $ per share (the midpoint of the price range shown on the cover of this prospectus) and the other transactions described under "Organizational Structure" and "Unaudited Pro Forma Financial Information," and assuming that all of the Post-IPO Unit Holders exchanged their LLC Units (together with a corresponding number of shares of our Class B common stock) for newly-issued shares of Class A common stock on a basis, our pro forma as adjusted net tangible book value as of March 31, 2014, would have been $ million, or $ per share of Class A common stock. This represents an immediate increase in net tangible book value of $ per share of Class A common stock to our Existing Owners and an immediate dilution in net tangible book value of $ per share of Class A common stock to investors in this offering.

The following table illustrates this dilution on a per share of Class A common stock basis assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock:


Assumed initial public offering price per share of Class A common stock (the midpoint of the price shown on the cover of this prospectus)		$
Pro forma net tangible book value per share of Class A common stock as of March 31, 2014		$
Decrease in pro forma net tangible book value per share of Class A common stock attributable to the Reorganization Transactions		$
Pro forma net tangible book value per share of Class A common stock as of December 31, 2013 prior to this offering		$
Dilution in pro forma net tangible book value per share of common stock to investors in this offering		$

Each $1.00 increase or decrease in the offering price per share of Class A common stock would increase or decrease, as applicable, the as adjusted pro forma net tangible book value by $ per share and the dilution to new investors in the offering by $ per share, assuming that the number of shares offered in this offering, as set forth on the cover page of this prospectus, remains the same. The pro forma information discussed above is for illustrative purposes only. Our net tangible book value following the completion of the offering is subject to adjustment based on the actual offering price of our Class A common stock and other terms of this offering determined at pricing.

The following table summarizes, on the same pro forma basis as of March 31, 2014, the total number of shares of Class A common stock purchased from us, the total cash consideration paid to us and the average price per share of Class A common stock paid by our Existing Owners and by new investors purchasing shares of Class A common stock in this offering, assuming that all of the Post-IPO

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Unit Holders exchanged their LLC Units (together with a corresponding number of shares of our Class B common stock) for newly-issued shares of Class A common stock on a basis.

	Shares of Class A Common Stock Purchased			Total Consideration			Average Price per Share of Class A Common Stock

	Number	Percent		Amount	Percent		Average Price per Share of Class A Common Stock
Existing Owners			%	$		%	$
Investors in this offering			%	$		%	$
Total			%	$		%	$

If the underwriters' option to purchase additional shares is exercised in full, the number of Class A shares held by Existing Owners would be or %, and the number of Class A shares held by new investors would increase to or %, of the total number of shares of our Class A common stock outstanding after this offering.

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ORGANIZATIONAL STRUCTURE

Adeptus Health Inc. was incorporated as a Delaware corporation in March 2014 for the purposes of this offering. Adeptus Health Inc. has not engaged in any business or other activities except in connection with its formation.

Organizational Structure Following this Offering

Immediately following this offering, Adeptus Health Inc. will be a holding company and its sole material asset will be a controlling equity interest in Adeptus Health LLC. As the sole managing member of Adeptus Health LLC, Adeptus Health Inc. will operate and control all of the business and affairs of Adeptus Health LLC and, through Adeptus Health LLC and its subsidiaries, conduct our business. Adeptus Health Inc. will own 100% of the voting rights of Adeptus Health LLC, and therefore will have control over Adeptus Health LLC. Adeptus Health Inc. will consolidate Adeptus Health LLC and its subsidiaries in its consolidated financial statements. Adeptus Health Inc. will report a noncontrolling interest related to the LLC Units held by certain of our Existing Owners, including funds affiliated with our Sponsor, a fund affiliated with our founder and certain members of management and our board of directors, who we refer to collectively as the Post-IPO Unit Holders, in its consolidated statements of financial condition, operations, cash flows and comprehensive income (loss).

The post-offering organizational structure will allow the Post-IPO Unit Holders who will continue to hold LLC Units after the consummation of this offering to retain their equity ownership in Adeptus Health LLC, an entity that is classified as a partnership for United States federal income tax purposes, in the form of LLC Units. Investors in this offering will, by contrast, hold their equity ownership in Adeptus Health Inc., a domestic corporation for United States federal income tax purposes, in the form of shares of Class A common stock. Adeptus Health Inc. will incur United States federal, state and local income taxes on its share of any taxable income of Adeptus Health LLC.

SCP III AIV THREE-FCER Conduit, L.P., one of our Existing Owners and an affiliate of our Sponsor, which we refer to as the Merged Owner, will receive shares of Class A common stock in connection with the merger of SCP III AIV THREE-FCER Blocker, Inc. with Adeptus Health Inc.

In connection with the Reorganization Transactions described below, we will amend and restate our certificate of incorporation to authorize two classes of common stock: Class A common stock and Class B common stock. The Post-IPO Unit Holders will continue to hold LLC Units along with Class B common stock. The shares of Class B common stock, which will be issued concurrently with the Class A common stock, will have no economic rights, but each will allow the holder to exercise voting power at Adeptus Health Inc., the managing member of Adeptus Health LLC, and will correspond to such holder's economic interest in Adeptus Health LLC. Pursuant to our amended and restated certificate of incorporation, each holder of Class B common stock shall be entitled to one vote for each share of Class B common stock held by such holder. Holders of Class B common stock will have the right to exchange LLC Units (together with a corresponding number of shares of our Class B common stock) for shares of Class A common stock of Adeptus Health Inc. pursuant to the exchange procedures described below. Shares of Class B common stock have no right to receive dividends or a distribution on the liquidation or winding up of Adeptus Health Inc., do not share in the earnings of Adeptus Health Inc., have no earnings allocable to such class, and will generally not be transferable other than in connection with an exchange of LLC Units for Class A common stock.

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Reorganization Transactions

Prior to completion of this offering, we intend to complete the transactions described below, which we collectively refer to in this prospectus as the "Reorganization Transactions."

Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Adeptus Health LLC

As part of the Reorganization Transactions, prior to the completion of this offering, the limited liability company agreement of Adeptus Health LLC will be amended and restated to, among other things, modify its capital structure by creating a single new class of LLC Units. We refer to this as the "Reclassification." We anticipate the Reclassification will be effected following the time that the registration statement of which this prospectus forms a part becomes effective and prior to the completion of this offering. We believe that creating a single class of units that will be held by all of the owners of Adeptus Health LLC, including Adeptus Health Inc., will make our ownership structure simpler and also more transparent to investors in this offering. Immediately following the

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Reclassification but prior to the completion of this offering, there will be LLC Units issued and outstanding.

Pursuant to the Amended and Restated Limited Liability Company Agreement, Adeptus Health Inc. will be the sole managing member of Adeptus Health LLC. Adeptus Health Inc. will have the right to determine when distributions will be made to the members of Adeptus Health LLC and the amount of any such distributions. If Adeptus Health Inc. authorizes a distribution, such distribution will be made to the members of Adeptus Health LLC pro rata in accordance with the percentages of their respective LLC Units.

The holders of LLC Units in Adeptus Health LLC, including Adeptus Health Inc., will incur U.S. federal, state and local income taxes on their share of any taxable income of Adeptus Health LLC. Net profits and net losses of Adeptus Health LLC will generally be allocated to its members (including Adeptus Health Inc.) pro rata in accordance with the percentages of their respective LLC Units, except as otherwise required by law. In accordance with the Amended and Restated Limited Liability Company Agreement, Adeptus Health LLC will be required, subject to certain limitations, to make pro rata cash distributions to the holders of LLC Units for purposes of funding their tax obligations based on the taxable income of Adeptus Health LLC. Generally, these tax distributions will be computed based on our estimate of the taxable income of Adeptus Health LLC multiplied by an assumed tax rate equal to the highest marginal effective rate applicable to either an individual or a corporation resident in either California or New York, New York (taking into account the nondeductibility of certain expenses and the character of our income).

See "Certain Relationships and Related Party Transactions—Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreements."

Merger with Adeptus Health Inc.

SCP III AIV THREE-FCER Blocker, Inc., one of our Existing Owners, will merge with Adeptus Health Inc. or its wholly-owned subsidiary. As a result, Adeptus Health Inc. will acquire LLC Units (or % of the economic interest in Adeptus Health LLC) owned by such Existing Owner and SCP AIV THREE-FCER Conduit, L.P., the stockholder of such Existing Owner, which we refer to as the Merged Owner, will receive shares of our Class A common stock.

Offering Transactions

At the time of the consummation of this offering, Adeptus Health Inc. intends to purchase, for cash, newly-issued LLC Units from Adeptus Health LLC and an aggregate of outstanding LLC Units from certain of the Existing Owners (consisting of shares from and shares from ) at a purchase price per unit equal to the initial public offering price per share of Class A common stock in this offering net of underwriting discounts and commissions. The Post-IPO Unit Holders will have the right to exchange their LLC Units (together with a corresponding number of shares of our Class B common stock) for shares of Class A common stock, in accordance with the exchange provisions of the Amended and Restated Limited Liability Company Agreement described below. Assuming that the shares of Class A common stock to be sold in this offering are sold at $ per share (which is the midpoint of the range on the front cover of this prospectus) at the time of this offering, Adeptus Health Inc. will purchase from Adeptus Health LLC newly-issued LLC Units for an aggregate of $ and purchase from certain Existing Owners LLC Units for an aggregate of $ million (or LLC Units for an aggregate of $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock). The issuance and sale of such newly-issued LLC Units by Adeptus Health LLC to Adeptus Health Inc. will

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correspondingly dilute the ownership interests of the Existing Owners in Adeptus Health LLC. See "Principal and Selling Stockholders" for information regarding the proceeds from this offering that will be paid to our directors and executive officers. Accordingly, immediately following this offering, Adeptus Health Inc. will hold a number of LLC Units that is equal to the number of shares of Class A common stock that it has issued, a relationship that we believe fosters transparency because it results in a single share of Class A common stock representing (albeit indirectly) the same percentage equity interest in Adeptus Health LLC as a single LLC Unit. The LLC Units held by the Post-IPO Unit Holders will be reflected as a non-controlling interest.

Exchange Procedures

As described above, we intend to use a portion of the proceeds from this offering to purchase LLC Units from certain of our Existing Owners. In addition, pursuant to the Amended and Restated Limited Liability Company Agreement, the Post-IPO Unit Holders (or certain permitted transferees thereof) will have the right (subject to the terms of the Amended and Restated Limited Liability Company Agreement) to exchange their LLC Units (together with a corresponding number of shares of our Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications. The exchange provisions, however, will provide that a Post-IPO Unit Holder will not have the right to exchange LLC Units if Adeptus Health Inc. determines that such exchange would be prohibited by law or regulation. As a holder exchanges LLC Units for shares of Class A common stock, the number of LLC Units held by Adeptus Health Inc. will correspondingly increase as it acquires the exchanged LLC Units.

The initial purchase of LLC Units with the proceeds from this offering and any subsequent exchanges are expected to result in increases in the tax basis of the assets of Adeptus Health LLC that otherwise would not have been available. These increases in tax basis may reduce the amount of tax that Adeptus Health Inc. would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets. We will enter into a tax receivable agreement with the Post-IPO Unit Holders that will provide for the payment by Adeptus Health Inc. to the Post-IPO Unit Holders of 85% of the amount of the benefits, if any, that Adeptus Health Inc. is deemed to realize as a result of these increases in tax basis and certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. These payment obligations are obligations of Adeptus Health Inc. and not of Adeptus Health LLC. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreements."

Voting Power and Ownership Following the Reorganization Transactions

As a result of the transactions described above:

•

•: the investors in this offering will collectively own shares of our Class A common stock, representing % of the economic interest in Adeptus Health LLC through Adeptus Health Inc. (or shares of Class A common stock, representing % of the economic interest in Adeptus Health LLC through Adeptus Health Inc., if the underwriters exercise in full their option to purchase additional shares of Class A common stock), as well as representing an equal percentage of the voting power in Adeptus Health Inc.; and

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•: the Merged Owner will own shares of our Class A common stock, representing % of the economic interest in Adeptus Health LLC through Adeptus Health Inc. (or shares of Class A common stock, representing % of the economic interest in Adeptus Health LLC through Adeptus Health Inc., if the underwriters exercise in full their option to purchase additional shares of Class A common stock), as well as representing an equal percentage of the voting power in Adeptus Health Inc.;

•: the Post-IPO Unit Holders will hold LLC Units, representing % of the economic interest in Adeptus Health LLC (or LLC Units, representing % of the economic interest in Adeptus Health LLC, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and will hold an equal number of shares of Class B common stock representing an equivalent percentage of the voting power in Adeptus Health Inc.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following pro forma consolidated balance sheet as of March 31, 2014 and statement of operations for the year ended December 31, 2013 and the three months ended March 31, 2014, present our consolidated financial position and consolidated results of operations to give pro forma effect to the transactions identified below as if all such events had been completed as of March 31, 2014, with respect to the unaudited pro forma consolidated balance sheet and January 1, 2013 with respect to the unaudited pro forma consolidated statement of operations.

We currently conduct our operations through Adeptus Health LLC. As an entity treated as a partnership for U.S. federal income tax purposes, Adeptus Health LLC is not subject to U.S. federal income taxes and our earnings do not reflect the U.S. federal income taxes we will pay as a corporation upon completion of this offering. In order to reflect our operating expenses, and our tax and capital structure as if we were organized as a corporation, the unaudited pro forma consolidated financial statements give effect to the Reorganization Transactions as described in "Organizational Structure," including:

•: the merger of one of the Existing Owners and Adeptus Health Inc. and the consolidation of Adeptus Health LLC with this merged entity;
•: the sale by the Existing Owners of a portion of their LLC Units in Adeptus Health LLC;
•: the repayment of any outstanding indebtedness under the Senior Secured Credit Facility (with such facility remaining outstanding after such repayment);
•: the recognition of deferred tax assets and liabilities at an assumed combined federal, state and city income tax rates of % and %; and
•: a provision for income taxes as a corporation at an assumed combined federal, state and city income tax rates of % and % of our pre-tax net income for the year ended December 31, 2013 and the three months ended March 31, 2014, respectively.

In addition to the adjustments described above, the adjustments to the pro forma statements of operations and balance sheet data also give effect to our pro forma adjustments for this offering, including:

•: the sale of shares of Class A common stock by us and the selling stockholders in this offering at the assumed initial public offering price of $ per share (which is the midpoint of the price range shown on the cover of this prospectus), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering; and
•: the pro forma balance sheet data gives effect to the net assumed proceeds of $ from this offering and the application of the proceeds as described under the caption "Use of Proceeds."

The pro forma financial statements are based upon available information and certain assumptions that management believes are reasonable, factually supportable, directly attributable to either the Reorganization Transactions or this offering, and, in connection with pro forma adjustments related to the statements of operations, expected to have a continuing impact on our results of operations. Adjustments that are based on fair value of the shares are calculated using the assumed initial public offering price of $ per share (which is the midpoint of the price range shown on the cover of this prospectus).

We believe that the pro forma consolidated financial statements provide a helpful perspective to better understand our results of operations and our financial position. The unaudited pro forma financial statements do not purport to represent what our results of operations or financial position would have been had the Reorganization Transactions or this offering actually occurred on the date or as of the date specified, nor do they purport to project our results of operations as a public corporation or for any future period. The unaudited pro forma financial statements and accompanying notes should be read together with "Organizational Structure," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

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Unaudited Pro Forma Consolidated Statements of Operations for the Year Ended December 31, 2013

(dollars in thousands, except per share data)	Adeptus Health LLC			SCP III AIV THREE-FCER Blocker, Inc.		Adeptus Health Inc.		Pro Forma Adjustments		Pro Forma Adeptus Health Inc.

Statement of Operations Data:
Revenue
Patient service revenue	$	114,960		$	—	$	—	$		$
Provision for bad debt		(12,077	)		—		—


Net patient service revenue		102,883			—		—
Operating expenses:
Salaries, wages and benefits		65,244			—		—
General and administrative		17,436			—		—
Other operating expenses		11,185			—		—
Loss from the disposal or impairment of assets		207			—		—
Depreciation and amortization		7,920			—		—


Total operating expenses		101,992			—		—


Income from operations		891			—		—


Other (expense) income:
Interest expense		(2,827	)		—		—		(1)
Change in fair market value of derivatives		112			—
Unrealized gain on investment		—			29,933		—		(2)
Write-off of deferred loan costs		(440	)		—		—


Total other (expenses) income		(3,155	)		29,933		—


Income (loss) before provision for income taxes		(2,264	)		29,933		—
Provision for income taxes		720			10,552		—		(3)


Net income (loss)		(2,984	)		19,381		—
Less: Net income (loss) attributable to the non-controlling interest		—			—		—		(4)


Net income (loss) attributable to Adeptus Health Inc.	$	—		$	—	$	—	$		$




Pro forma net income (loss) per share of Class A common stock:
Basic
Diluted
Pro forma weighted average shares of Class A common stock:
Basic
Diluted

(1): Reflects reduction in interest expense of $ million as a result of repayment of the $ million aggregate principal amount of our Senior Secured Credit Facility as described in "Use of Proceeds," as if such repayment occurred on January 1, 2013. Borrowings under the Senior Secured Credit Facility bear interest at LIBOR plus the applicable rate of 7.5%.
(2): Reflects the adjustment to remove SCP III AIV THREE-FCER Blocker, Inc.'s unrealized gains on investment in First Choice ER, LLC.
(3): Following the Reorganization Transactions, we will be subject to U.S. federal income taxes, in addition to state and local taxes, with respect to our allocable share of any net taxable income of Adeptus Health LLC, which will result in higher income taxes. As a result, the pro forma statements of income reflect an adjustment to our provision for corporate income taxes to reflect

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an effective rate of %, which includes provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each state and local jurisdiction.

(4): Adeptus Health Inc. will become the sole managing member of Adeptus Health LLC. Adeptus Health Inc. will initially own less than 100% of the economic interest in Adeptus Health LLC, but will have 100% of the voting power and control the management of Adeptus Health LLC. Immediately following this offering, the non-controlling interest will be %. Net income attributable to the non-controlling interest represents % ($ million) of income before income taxes ($ million). These amounts have been determined based on an assumption that the underwriters' option to purchase additional shares is not exercised. If the underwriters' option to purchase additional shares is exercised, the ownership percentage held by the non-controlling interest would decrease to %.

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Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2014

(dollars in thousands)	Adeptus Health LLC		SCP III AIV THREE-FCER Blocker, Inc.			Adeptus Health Inc.			Pro Forma Adjustments		Pro Forma Adeptus Health Inc.

Assets:
Current assets
Cash	$	1,127	$	—		$	—		$	(1)	$
Restricted cash		1,322		—			—
Accounts receivable, net		18,189		—			—
Other receivables and current assets		6,914		41			—			(3)
Medical supplies inventory		1,917		—			—
Investment, at fair value (cost of $27,369)		—		72,708	(2)		—			(3)


Total current assets		29,469		72,749			—
Property and equipment		69,184		—			—
Deposits		634		—			—
Deferred tax asset		—		—			—			(4)
Intangibles		21,350		—			—
Goodwill		61,009		—			—
Other long-term assets		4,388		—			—


Total assets	$	186,034	$	72,749		$	—		$		$




Liabilities and owners'/stockholders' equity:
Current liabilities
Accounts payable and accrued expenses	$	15,166	$	—		$	—		$		$
Accrued compensation		7,461		—			—
Current maturities of long-term debt		336		—			—			(5)
Current maturities of capital lease obligations		66		—			—
Deferred rent		434		—			—


Total current liabilities		23,463		—			—
Long-term debt, less current maturities		82,000		—			—			(5)
Payable to related parties pursuant to tax receivable agreements		—		—			—			(4)
Capital lease obligations, less current maturities		4,002		—			—
Deferred tax liability		—		15,890			—			(3)
Deferred rent		1,026		—			—
Other long-term liabilities		—		96			—			(3)


Total liabilities		110,491		15,986			—
Commitments and contingencies
Owners' equity		75,543		—			—	(6)
Class A common stock, par value $0.01 per share, shares authorized; shares issued and outstanding on a pro forma basis		—		—			—			(7)
Class B common stock, par value $0.01 per share, shares authorized; shares issued and shares outstanding on a pro forma basis		—		—			—
Additional paid-in capital		—		27,379			—			(3)(8)
Accumulated other comprehensive income (loss)		—		—			—
Retained earnings		—		29,394			—			(1)(3)(9)
Non-controlling interest		—		—			—			(10)


Total owners'/stockholders' equity		75,543		56,763			—


Total liabilities and owners'/stockholders' equity	$	186,034	$	72,749		$	—		$		$

(1): Reflects a one-time payment of $2.0 million to SFM, an affiliate of our Sponsor, in connection with the termination of the Advisory Services Agreement. Pursuant to the Advisory Services Agreement, which we entered into with SFM on September 30, 2011, SFM has provided

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management, consulting and financial services to us and our subsidiaries. The Advisory Services Agreement has a five-year term and is automatically renewable for successive one-year periods, until such time that our Sponsor or any of its affiliates, in the aggregate, no longer beneficially own greater than 10% of the then-outstanding voting securities of First Choice ER, LLC. Notwithstanding the foregoing, in connection with the consummation of this offering, the Advisory Services Agreement will be terminated. See "Certain Relationships and Related Party Transactions—Advisory Services Agreement."

(2)

Represents SCP III AIV THREE-FCER Blocker, Inc.'s investment in First Choice ER, LLC.

(3)

Reflects the adjustment to remove SCP III AIV THREE-FCER Blocker, Inc.'s investment in First Choice ER, LLC and the other assets and liabilities, deferred tax liability, additional paid-in capital and retained earnings associated with this investment.

(4)

Reflects adjustments to give effect to the tax receivable agreements (as described in "Certain Relationships and Related Party Transactions—Tax Receivable Agreements") and other tax adjustments based on the following assumptions:

•: We will record an increase of $ million in deferred tax assets (or $ million if the underwriters exercise their option to purchase additional shares) for the estimated income tax effects of the increase in the tax basis of the assets and the effect of the net operating loss carryforward owned by Adeptus Health Inc. based on enacted federal and state tax rates at the date of this offering. To the extent we estimate that we will not realize the full benefit represented by the deferred tax asset, based on an analysis of expected future earnings, we will reduce the deferred tax asset with a valuation allowance; and
•: We will record 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase of $ million (or $ million if the underwriters exercise their option to purchase additional shares) as Payable to related parties pursuant to the tax receivable agreements and the remaining 15% of the estimated realizable tax benefit, or $ million (or $ million if the underwriters exercise their option to purchase additional shares), as an increase to Additional paid-in capital.

As of the date of the purchase of the LLC Units, on a cumulative basis the net effect of accounting for income taxes and the tax receivable agreements on our financial statements will be a net increase in stockholders' equity of 15% of the estimated realizable tax benefit. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the tax receivable agreements have been estimated. All of the effects of changes in any of our estimates after the date of the purchase will be included in net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income.

(5)

Reflects the repayment of $ aggregate principal amount of our Senior Secured Credit Facility. See "Use of Proceeds."

(6)

Represents the investment of the Existing Owners in Adeptus Health LLC.

(7)

Represents an adjustment to stockholders' equity reflecting (i) par value for Class A common stock and Class B common stock to be outstanding following this offering, (ii) an increase of $ million of additional paid-in capital as a result of net proceeds from this offering, (iii) a decrease of $ million to allocate a portion of Adeptus Health Inc.'s equity to the non-controlling interest and (iv) the elimination of members' capital of $ million upon consolidation.

(8)

Represents the following adjustments to Additional paid-in capital:

•: an increase of $ million, which consists of an increase of $ million from the net proceeds from this offering, less the par value of the shares Class A common stock sold in this offering of $ million, less the portion of the equity of Adeptus Health Inc. allocated to the non-controlling interest of $ million, each as described under note (5) above, and

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•: an increase of $ million due to the tax receivable agreement, as described under note (1) above.

The total pro forma adjustment to additional paid-in capital is an increase of $ million.

(9): Represents a reduction of $ million due to the % penalty from the repayment of $ million in aggregate principal amount of our Senior Secured Credit Facility.
(10): As described in "Organizational Structure," Adeptus Health Inc. will become the sole managing member of Adeptus Health LLC. Adeptus Health Inc. will initially have a minority economic interest in Adeptus Health LLC, but will have 100% of the voting power and control over the management of Adeptus Health LLC. As a result, we will consolidate the financial results of Adeptus Health LLC and will record an amount as Non-controlling interest on our consolidated balance sheet.

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Unaudited Pro Forma Consolidated Statements of Operations for the Three Months Ended March 31, 2014

(dollars in thousands, except per share data)	Adeptus Health LLC			SCP III AIV THREE-FCER Blocker, Inc.		Adeptus Health Inc.		Pro Forma Adjustments		Pro Forma Adeptus Health Inc.

Statement of Operations Data:
Revenue
Patient service revenue	$	44,529		$	—	$	—	$		$
Provision for bad debt		(5,748	)		—		—


Net patient service revenue		38,781			—		—
Operating expenses:
Salaries, wages and benefits		24,980			—		—
General and administrative		6,220			—		—
Other operating expenses		4,863			—		—
Loss from the disposal or impairment of assets		2			—		—
Depreciation and amortization		3,057			—		—


Total operating expenses		39,122			—		—


(Loss) income from operations		(341	)		—		—


Other (expense) income:
Interest expense		(2,206	)		—		—		(1)
Unrealized gain on investment		—			5,633		—		(2)


Total other (expenses) income		(2,206	)		5,633		—


(Loss) income before provision for income taxes		(2,547	)		5,633		—
Provision for income taxes		220			1,945		—		(3)


Net (loss) income		(2,767	)		3,688		—
Less: Net income (loss) attributable to the non-controlling interest		—			—		—		(4)


Net income (loss) attributable to Adeptus Health Inc.	$	—		$	—	$	—	$		$




Pro forma net income (loss) per share of Class A common stock:
Basic
Diluted
Pro forma weighted average shares of Class A common stock:
Basic
Diluted

(1): Reflects reduction in interest expense of $ million as a result of repayment of the $ million aggregate principal amount of our Senior Secured Credit Facility as described in "Use of Proceeds," as if such repayment occurred on January 1, 2013. Borrowings under the Senior Secured Credit Facility bear interest at LIBOR plus the applicable rate of 7.5%.
(2): Reflects the adjustment to remove SCP III AIV THREE-FCER Blocker, Inc.'s unrealized gains on investment in First Choice ER, LLC.

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(3): Following the Reorganization Transactions, we will be subject to U.S. federal income taxes, in addition to state and local taxes, with respect to our allocable share of any net taxable income of Adeptus Health LLC, which will result in higher income taxes. As a result, the pro forma statements of income reflect an adjustment to our provision for corporate income taxes to reflect an effective rate of %, which includes provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each state and local jurisdiction.
(4): Adeptus Health Inc. will become the sole managing member of Adeptus Health LLC. Adeptus Health Inc. will initially own less than 100% of the economic interest in Adeptus Health LLC, but will have 100% of the voting power and control the management of Adeptus Health LLC. Immediately following this offering, the non-controlling interest will be %. Net income attributable to the non-controlling interest represents % ($ million) of income before income taxes ($ million). These amounts have been determined based on an assumption that the underwriters' option to purchase additional shares is not exercised. If the underwriters' option to purchase additional shares is exercised, the ownership percentage held by the non-controlling interest would decrease to %.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables set forth the selected historical consolidated financial and other data for Adeptus Health LLC as of the dates and for the periods indicated. Adeptus Health Inc. is a recently formed holding company that has not engaged in any business or other activities except in connection with its formation and the Reorganization Transactions described in this prospectus. Accordingly, for the purpose of this prospectus, all financial and other information herein relating to periods prior to the completion of the Reorganization Transactions is that of, or derived from, Adeptus Health LLC. The selected consolidated statements of operations data presented below for the fiscal years ended December 31, 2012 and 2013 and the consolidated balance sheet data presented below as of December 31, 2012 and 2013 have been derived from Adeptus Health LLC's audited consolidated financial statements, included in this prospectus. The selected consolidated statements of operations data presented below for the three months ended March 31, 2013 and 2014 and the consolidated balance sheet data presented below as of March 31, 2014 have been derived from Adeptus Health LLC's unaudited condensed consolidated financial statements, included in this prospectus. The unaudited financial data presented has been prepared on a basis consistent with our audited consolidated financial statements. In the opinion of management, such unaudited financial data reflects all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

The following selected historical consolidated financial data should be read in conjunction with "Organizational Structure," "Unaudited Pro Forma Financial Information," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical audited and unaudited financial statements and the accompanying notes included in this prospectus. The selected consolidated financial data in this section is not intended to replace the financial statements and is qualified in its entirety by the consolidated financial statements and the related notes thereto included in this prospectus.

	Adeptus Health LLC as of and for the year ended December 31,						Adeptus Health LLC as of and for the three months ended March 31,

(dollars in thousands)	2012			2013			2013			2014
Statement of Operations Data:
Revenue
Patient service revenue	$	80,977		$	114,960		$	23,297		$	44,529
Provision for bad debt		(8,376	)		(12,077	)		(2,261	)		(5,748	)


Net patient service revenue		72,601			102,883			21,036			38,781
Operating expenses:
Salaries, wages and benefits		41,754			65,244			14,009			24,980
General and administrative		12,805			17,436			3,230			6,220
Other operating expenses		7,493			11,185			2,420			4,863
Loss from the disposal or impairment of assets		652			207			108			2
Depreciation and amortization		4,640			7,920			1,684			3,057


Total operating expenses		67,344			101,992			21,451			39,122


Income (loss) from operations		5,257			891			(415	)		(341	)


Other (expense) income:
Interest expense		(1,056	)		(2,827	)		(288	)		(2,206	)
Change in fair market value of derivatives		(533	)		112			—			—
Write-off of deferred loan costs		—			(440	)		—			—


Total other expenses		(1,589	)		(3,155	)		(288	)		(2,206	)

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	Adeptus Health LLC as of and for the year ended December 31,						Adeptus Health LLC as of and for the three months ended March 31,

(dollars in thousands)	2012			2013			2013			2014
Income (loss) before provision for income taxes		3,668			(2,264	)		(703	)		(2,547	)
Provision for income taxes		467			720			132			220


Net income (loss)	$	3,201		$	(2,984	)	$	(835	)	$	(2,767	)




Balance Sheet Data:
Cash	$	3,455		$	11,495					$	1,127
Total assets		120,367			183,292						186,034
Total debt and capital lease obligations		23,604			79,411						86,404
Owners' equity		82,734			78,651						75,543
Cash Flow Data:
Cash flows provided by (used in):
Operating activities	$	11,408		$	6,872		$	(757	)	$	(6,963	)
Investing activities		(15,537	)		(44,647	)		(5,329	)		(10,181	)
Financing activities		2,820			45,815			4,118			6,776
Other Financial Data:
Adjusted EBITDA(1)	$	13,689		$	16,010		$	2,525		$	5,092
Same-store revenue(2)		64,506			70,641			18,652			17,591
Capital expenditures		11,504			46,048			5,269			10,297
Other Operational Data:
Patient volume (number of patient visits)		58,434			77,044			17,046			27,697
Number of facilities		14			26			17			32

(1): We define Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, further adjusted to eliminate the impact of certain additional items, including certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance from period to period as discussed further below. Adjusted EBITDA is included in this prospectus because it is a key metric used by management to assess our financial performance. We use Adjusted EBITDA to supplement GAAP measures of performance in order to evaluate the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

Adjusted EBITDA is a non-GAAP measure of our financial performance and should not be considered as an alternative to net income (loss) as a measure of financial performance, or any other performance measure derived in accordance with GAAP, nor should it be construed as an inference that our future results will be unaffected by unusual or other items. In evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same as or similar to some of the adjustments in this presentation, such as preopening expenses, stock compensation expense, and other adjustments. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow for management's discretionary use, as it does not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures, facility openings and certain other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. Management compensates for these limitations by supplementally relying on our GAAP results in addition to using Adjusted EBITDA. Our presentation of Adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

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The following table sets forth a reconciliation of our Adjusted EBITDA to net income (loss) using data derived from our consolidated financial statements for the periods indicated:

	Year ended December 31,					Three months ended March 31,

(dollars in thousands)	2012		2013			2013			2014
Net income (loss)	$	3,201	$	(2,984	)	$	(835	)	$	(2,767	)
Depreciation and amortization		4,640		7,920			1,684			3,057
Interest expense(a)		1,589		3,155			288			2,206
Provision for income taxes		467		720			132			220
Advisory Services Agreement fees and expenses(b)		553		559			131			138
Preopening expenses(c)		497		3,977			940			1,408
Management recruiting expenses(d)		970		719			—			99
Stock compensation expense(e)		253		586			95			159
Other(f)		1,519		1,358			90			572


Total adjustments		10,488		18,994			3,360			7,859


Adjusted EBITDA	$	13,689	$	16,010		$	2,525		$	5,092

(a): Consists of interest expense of $1.1 million and $2.8 million for the years ended December 31, 2012 and 2013, and $0.3 million and $2.2 million for the three months ended March 31, 2013 and 2014, respectively, a loss in fair market value of derivatives of $0.5 million and a gain in fair market value of derivatives of $0.1 million for the years ended December 31, 2012 and 2013, respectively, and a write-off of deferred loan costs of $0.4 million for the year ended December 31, 2013.
(b): Consists of management fees and expenses paid to our Sponsor under our Advisory Services Agreement.
(c): Includes labor, marketing costs and occupancy costs prior to opening a facility.
(d): Third-party costs and fees involved in recruiting our management team.
(e): Stock compensation expense associated with grants of management incentive units.
(f): For the year ended December 31, 2013, we incurred costs to develop long-term strategic goals and objectives totaling $0.5 million, real-estate development costs associated with potential real estate projects that were terminated totaling $0.4 million, board fees and travel expenses paid to members of the board of directors totaling $0.2 million and $0.25 million of termination costs paid to the former CEO. For the year ended December 31, 2012, we incurred terminated real-estate development costs totaling $0.5 million, legal costs primarily associated with real estate development and litigation for violation of our trademark totaling $0.8 million and board fees and travel expenses paid to members of the board of directors totaling $0.2 million.

For the three months ended March 31, 2013, we incurred costs to develop long-term strategic goals and objectives totaling approximately $45,000 and board fees and travel expenses paid to members of the board of directors totaling $45,000. For the three months ended March 31, 2014, we incurred terminated real-estate development costs totaling $0.2 million, costs to develop long-term strategic goals and objectives totaling $0.3 million and board fees and travel expenses paid to members of the board of directors totaling approximately $60,000.

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(2): We begin including revenue for a new facility as same-store revenue from the first day of the 16th full fiscal month following the facility's opening, which is when we believe same-store comparison becomes meaningful. When a facility is relocated, we continue to include revenue from that facility in same-store revenue. Same-store revenue allows us to evaluate how our facility base is performing by measuring the change in period-over-period net revenue in facilities that have been open for 15 months or more. Various factors affect same-store revenue, including outbreaks of illnesses, changes in marketing and competition.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the respective financial statements and related footnotes of Adeptus Health LLC, included in this prospectus. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the sections entitled "Risk Factors" and "Special Note Regarding Forward-Looking Statements." Adeptus Health Inc. is a holding company formed for the purpose of this offering. Since it has not engaged in any business or other activities except in connection with its formation and the Reorganization Transactions described elsewhere in this prospectus, the following Management's Discussion and Analysis of Financial Condition and Results of Operations focuses on the historical results of operations, liquidity, capital resources and overall financial condition of First Choice ER, LLC, its operating company.

Overview

Following this offering, Adeptus Health LLC will continue to operate in the United States as a partnership for U.S. federal income tax purposes. In addition, however, Adeptus Health Inc. will be subject to additional entity-level taxes that will be reflected in our consolidated financial statements. For information on the pro forma effective tax rate of Adeptus Health Inc. following the Reorganization Transactions, see "Unaudited Pro Forma Financial Information."

Industry Trends

The emergency room remains a critical access point for millions of Americans who experience sudden serious illness or injury in the United States each year. The availability of that care is under pressure and threatened by a wide range of factors, including shrinking capacity and an increasing demand for services. According to AHA, from 1992 to 2012, the number of emergency room visits increased by 46.7%, while the number of emergency departments decreased by 11.4%. The number of emergency room visits exceeded 130 million in 2012, or approximately 247 visits per minute, and care previously provided in inpatient settings is now increasingly being provided in emergency departments.

Factors affecting access to emergency care include availability of emergency departments, capacity of emergency departments, and availability of staffing in emergency departments. ACEP's National Report Card on U.S. emergency care rates the access to emergency care category with a near-failing grade of "D-" and a grade of "D+" for the overall emergency room system. As the largest operator of freestanding emergency rooms, we believe we are an essential part of the solution, providing access

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to high-quality emergency care and offering a significantly improved patient experience relative to traditional hospital emergency departments.

Key Revenue Drivers

Our revenue growth is primarily driven by facility expansion, increasing patient volumes and reimbursement rates.

Facility Expansion

We add new facilities based on capacity, location, demographics and competitive considerations. We expect the new facilities we open to be the primary driver of our revenue growth. Our results of operations have been and will continue to be materially affected by the timing and number of new facility openings and the amount of new facility opening costs incurred. A new facility builds its patient volumes over time and, as a result, generally has lower revenue than our more mature facilities. A new facility generally takes up to 12 months to achieve a level of operating performance comparable to our similar existing facilities.

Patient Volumes

We generate revenue by providing emergency care to patients based upon the estimated amounts due from commercial insurance providers, patients and other third-party payors. Revenue per treatment is sensitive to the mix of services used in treating a patient. Our patient volumes are directly correlated to our new facility openings, our targeted marketing efforts and external factors such as severity of annually recurring viruses that lead to increases in patient visits. Revenue is recognized when services are rendered to patients.

Patient volume is supported through marketing programs focused on educating communities about the convenient and high-quality emergency care we provide. Through our targeted marketing campaigns, which include direct mail, radio, outdoor advertising, digital and social media, we aim to increase our patient volumes by reaching a broad base of potential patients in order to increase brand awareness. We also have a dedicated field marketing team that works to educate local communities in which we operate about the access and care available at our facilities. Our dedicated field marketing team targets specific audiences by attending local chamber of commerce meetings, meeting with primary care physicians and visiting with school nurses and athletic directors, in order to increase patient volumes within a facility's local community.

Our patient volume is also influenced by conditions that may be beyond our direct control, some which are seasonal. These conditions include the timing, location and severity of influenza, allergens and other annually recurring viruses, which at times leads to severe upper respiratory concerns.

Reimbursement Rates

The majority of our revenue is derived from patients with commercial health insurance coverage. The reimbursement rates set by third-party payors tend to be higher for higher acuity visits, reflecting their higher complexity. Consistent with billing practices at all emergency rooms and in light of the fact our facilities are open 24 hours a day, seven days a week and staffed with Board-certified physicians, we bill payors a facility fee, a professional services fee and other related fees. The reimbursement rates we have been able to negotiate have held relatively stable; however, the mix of both acuity and payors can vary period to period, changing the overall blended reimbursement rate. With select payors, we have the ability to make annual increases in our billed amounts. Although we may begin to do so in the near term, we currently do not bill Medicare or Medicaid for the care we provide.

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Seasonality

Sources of Revenue by Payor

We receive payments for services rendered to patients from third-party payors or from our patients directly, as described in more detail below. Generally, our revenue is determined by a number of factors, including the payor mix, the number and nature of procedures performed and the rate of payment for the procedures.

Patient service revenue before the provision for bad debt by major payor source for the periods indicated are as follows:

	Year ended December 31,										Three months ended March 31,

(dollars in thousands)	2012		%			2013		%			2013		%			2014		%
Third-party payors, including patient portion(1)	$	79,408		98.1	%	$	113,603		98.8	%	$	22,896		98.3	%	$	43,672		98.1	%
Self-pay		1,569		1.9			1,357		1.2			401		1.7			857		1.9


Total	$	80,977		100.0	%	$	114,960		100.0	%	$	23,297		100.0	%	$	44,529		100.0	%

(1): Patient portion includes deductibles and co-payments.

Four major third-party payors accounted for 88.2%, and 86.7%, and 85.4% and 82.7%, of our patient service revenue for the years ended December 31, 2012 and 2013 and March 31, 2013 and 2014, respectively. These same payors also accounted for 76%, and 79%, and 77% and 78%, of our accounts receivable as of December 31, 2012 and 2013 and March 31, 2013 and 2014, respectively. The following table sets forth the percentage of patient service revenue earned by major payor source for the periods indicated:

	Year ended December 31,						Three months ended March 31,

(Payor)	2012			2013			2013			2014
Blue Cross Blue Shield		29.1	%		28.0	%		26.5	%		27.7	%
United HealthCare		26.0			26.5			27.4			24.5
Aetna		22.1			21.0			20.2			19.1
Cigna		11.0			11.2			11.3			11.4
Other		11.8			13.3			14.6			17.3


Total		100.0	%		100.0	%		100.0	%		100.0	%

Third-Party Payors

Third-party payors include health insurance companies as well as related payments from patients for deductibles and co-payments and have historically comprised the vast majority of patient service revenue. We enter into contracts with health insurance companies and other health benefit groups by granting discounts to such organizations in return for the patient volume they provide.

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Most of our commercial revenue is attributable to contracts where a fee is negotiated relative to the service provided at our facilities. Our contracts are structured as either case-rate contracts or as discounts to billed charges. In a case rate contract, a set fee is assigned to visits based on acuity level. We also enter into contracts with payors based on a discount of our billed charges. There are contracted rates for both the professional component and the technical component. Each portion of the claim is billed separately and paid based on the patient's emergency room benefits received.

First Choice Emergency Rooms, like hospital emergency rooms, are full-service emergency rooms licensed by the states of Texas and Colorado. As such, we collect the emergency room benefits based on a patient's specific insurance plan. Additionally, Texas insurance law provides that all fully funded insurance plans should pay all emergency claims at the in-network benefit rate, regardless of the provider's contract status.

Self-Pay

Self-pay consists of out-of-pocket payments for treatments by patients not otherwise covered by third-party payors. For the years ended December 31, 2012 and 2013 and March 31, 2013 and 2014, self-pay payments accounted for 1.9% and 1.2%, and 1.7% and 1.9%, of our patient service revenue, respectively.

Charity Care

Charity care consists of the write-off of all charges associated with patients who are treated but do not have commercial insurance or the ability to self-pay. This includes all charges associated with care provided to patients covered by Medicare and/or Medicaid, as we do not currently receive reimbursements under those programs. For the years ended December 31, 2012 and 2013 and the three months ended March 31, 2013 and 2014, charity care write-offs represented 2.0% and 7.0%, and 5.6% and 9.4%, of our patient service revenue, respectively.

Key Performance Measures

The key performance measures we use to evaluate our business focus on the number of patient visits, same-store revenue and Adjusted EBITDA.

Patient Volume

We utilize patient volume to forecast our expected net revenue and as a basis by which to measure certain costs of the business. We track patient volume at the facility level. The number of patients we treat is influenced by factors we control and also by conditions that may be beyond our direct control. See "—Key Revenue Drivers."

Same-Store Revenue

We begin comparing same-store revenue for a new facility on the first day of the 16th full fiscal month following the facility's opening, which is when we believe same-store comparison becomes meaningful. When a facility is relocated, we continue to include revenue from that facility in same-store revenue. Same-store revenue allows us to evaluate how our facility base is performing by measuring the change in period-over-period net revenue in facilities that have been open for 15 months or more. Various factors affect same-store revenue, including outbreaks of illnesses, changes in marketing and competition. Opening new facilities is an important part of our growth strategy. These new facilities, within 15 months after opening, generally have historically generated between approximately $4.5 million to $5.5 million in annual net revenue and on average have historically incurred approximately $3.5 million in annual operating expenses. On that basis, our average annual estimated operating income, excluding depreciation and amortization, for such facilities has historically been

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between $1.0 million and $2.0 million, which would represent a facility operating margin, excluding depreciation and amortization, of between approximately 20% and 35%. As we continue to pursue our growth strategy, we anticipate that a significant percentage of our revenue will come from stores not yet included in our same-store revenue calculation.

Adjusted EBITDA

We define Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, further adjusted to eliminate the impact of certain additional items, including certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance from period to period as discussed further below. Adjusted EBITDA is included in this prospectus because it is a key metric used by management to assess our financial performance. We use Adjusted EBITDA to supplement GAAP measures of performance in order to evaluate the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

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The following table sets forth a reconciliation of our Adjusted EBITDA to net income (loss) using data derived from our consolidated financial statements for the periods indicated:

	Year ended December 31,					Three months ended March 31,

(dollars in thousands)	2012		2013			2013			2014
Net income (loss)	$	3,201	$	(2,984	)	$	(835	)	$	(2,767	)
Depreciation and amortization		4,640		7,920			1,684			3,057
Interest expense(a)		1,589		3,155			288			2,206
Provision for income taxes		467		720			132			220
Advisory Services Agreement fees and expenses(b)		553		559			131			138
Preopening expenses(c)		497		3,977			940			1,408
Management recruiting expenses(d)		970		719			—			99
Stock compensation expense(e)		253		586			95			159
Other(f)		1,519		1,358			90			572


Total adjustments		10,488		18,994			3,360			7,859


Adjusted EBITDA	$	13,689	$	16,010		$	2,525		$	5,092

(a): Consists of interest expense of $1.1 million and $2.8 million for the years ended December 31, 2013 and 2014, and $0.3 million and $2.2 million for the three months ended March 31, 2013 and 2014, respectively, a loss in fair market value of derivatives of $0.5 million and a gain in fair market value of derivatives of $0.1 million for the years ended December 31, 2012 and 2013, respectively, and a write-off of deferred loan costs of $0.4 million for the year ended December 31, 2013.
(b): Consists of management fees and expenses paid to our Sponsor under our Advisory Services Agreement.
(c): Includes labor, marketing costs and occupancy costs prior to opening a facility.
(d): Third-party costs and fees involved in recruiting our management team.
(e): Stock compensation expense associated with grants of management incentive units.
(f): For the year ended December 31, 2013, we incurred costs to develop long-term strategic goals and objectives totaling $0.5 million, real-estate development costs associated with potential real estate projects that were terminated totaling $0.4 million, board fees and travel expenses paid to members of the board of directors totaling $0.2 million and $0.25 million of termination costs paid to the former CEO. For the year ended December 31, 2012, we incurred terminated real-estate development costs totaling $0.5 million, legal costs primarily associated with real estate development and litigation for violation of our trademark totaling $0.8 million and board fees and travel expenses paid to members of the board of directors totaling $0.2 million.

For the three months ended March 31, 2013, we incurred costs to develop long-term strategic goals and objectives totaling approximately $45,000 and board fees and travel expenses paid to members of the board of directors totaling approximately $45,000. For the three months ended March 31, 2014, we incurred terminated real-estate development costs totaling $0.2 million, costs to develop long-term strategic goals and objectives totaling $0.3 million and board fees and travel expenses paid to members of the board of directors totaling approximately $60,000.

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Components of Results of Operations

Revenue

Patient Service Revenue

Patient service revenue primarily consists of charges for the professional and technical services provided to patients, net of contractual allowance, charity care write-offs, and self-pay discounts. Revenue is recognized when services are rendered to patients. Charges for all services provided to insured patients are initially billed to and processed by the patients' insurance provider. Allowed amounts not covered by the insurance companies are then billed to the patients. Collection of payment for services provided to patients without insurance coverage is done at the time of service.

Provision for Bad Debt

Provision for bad debt primarily consists of the estimated uncollectible amounts from insured patients. Provision for bad debt is taken in the quarter the services are provided.

Operating Expenses

Salaries, Wages and Benefits

Salaries, wages and benefits primarily consist of contract payments to our physicians and compensation and benefits to our staff at our facilities and corporate office, including non-cash stock compensation related to restricted units with time- or performance-based vesting schedules. Salaries, wages and benefits also includes certain labor costs associated with the opening of new facilities. We typically incur higher than normal employee costs at the time of a new store opening associated with set-up and other opening costs. We employ a base "1-1-1-1" model for our staffing needs at each facility, meaning that we have a minimum of one Board-certified physician, one emergency trained registered nurse, one radiology technologist and one front office staff member on-site at all times. This is a fixed cost labor model as all facilities are open 24 hours a day, seven days a week.

General and Administrative

General and administrative expenses primarily consist of marketing, utilities, medical malpractice and other insurance, professional fees, training and development, travel, office and computer, certain preopening costs incurred in connection with the opening of a facility and Advisory Services Agreement fees and expenses. Our marketing activities are principally focused on building awareness in the community to drive patient volume. We utilize targeted marketing efforts within local neighborhoods, through channels such as direct mail, mobile billboards, radio advertisements, physician open houses, community sponsorships and a robust online/social media presence.

Other Operating Expenses

Other operating expenses primarily consist of facility and equipment lease costs, medical and laboratory supplies, radiology fees and facility maintenance. We lease the majority of our facilities under operating leases with terms ranging from five to 15 years. These leases typically have renewal options. We also lease certain medical equipment under various non-cancelable operating leases. With the exception of medical and laboratory supplies and radiology fees the facility expenses are fixed in nature.

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Loss from the Disposal or Impairment of Assets

Loss from the disposal or impairment of assets primarily consists of the write-off of assets at closed facilities, leasehold improvements at our former corporate office and other disposal of equipment in the normal course of business.

Depreciation and Amortization

Depreciation and amortization is related to buildings, equipment and leasehold improvements whose cost is depreciated or amortized over the shorter of the non-cancellable lease term or the estimated useful life of the asset.

Other (Expense) Income

Interest Expense

Interest expense primarily consists of interest on our Senior Secured Credit Facility and on one facility treated as a capital lease.

Change in Fair Market Value of Derivatives

Change in fair market value of derivatives consists of the fair value adjustment of an interest rate swap that was terminated in 2013.

Write-Off of Deferred Loan Costs

Write-off of deferred loan costs consists of loan origination costs associated with the credit facility that was refinanced in 2013, which has since been terminated.

Provision for Income Taxes

Provision for income taxes primarily consists of the Texas margin tax. No provision has historically been made for federal income taxes since we were taxed as a partnership for federal income tax purposes.

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Results of Operations

The following table summarizes our results of operations for the three months ended March 31, 2013 and 2014:

	Three months ended March 31,

							Change from prior period						Percentage of net patient service revenue
(dollars in thousands)	2013			2014			$			%			2013			2014
Statement of Operations Data:
Revenue
Patient service revenue	$	23,297		$	44,529		$	21,232			91	%
Provision for bad debt		(2,261	)		(5,748	)		(3,487	)		154


Net patient service revenue		21,036			38,781			17,745			84			100	%		100	%
Operating expenses:
Salaries, wages and benefits		14,009			24,980			10,971			78			67			64
General and administrative		3,230			6,220			2,990			93			15			16
Other operating expenses		2,420			4,863			2,443			101			12			13
Loss from the disposal or impairment of assets		108			2			(106	)		(98	)		1			0
Depreciation and amortization		1,684			3,057			1,373			82			8			8


Total operating expenses		21,451			39,122			17,671			82			102			101


Loss from operations		(415	)		(341	)		74			(18	)		(2	)		(1	)


Other (expense) income:								—
Interest expense		(288	)		(2,206	)		(1,918	)		666			(1	)		(6	)


Loss before provision for income taxes		(703	)		(2,547	)		(1,844	)		262			(3	)		(7	)
Provision for income taxes		132			220			88			68			1			1


Net loss	$	(835	)	$	(2,767	)	$	(1,932	)		232	%		(4	)%		(7	)%

Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2014

Overall

Our results for the three months ended March 31, 2014 reflect an 84.4% increase in net patient service revenue of $17.7 million, although we recorded a net loss of $2.8 million compared to a net loss of $0.8 million for the three months ended March 31, 2013. The increase in net loss was attributable to an increase in staff at new facilities and at the corporate level to help facilitate growth, partially offset by an increase in net patient service revenue resulting from that growth.

Revenue

Patient Service Revenue

Patient service revenue increased by $21.2 million, or 91.1%, to $44.5 million for the three months ended March 31, 2014, from $23.3 million for the three months ended March 31, 2013. This increase was primarily attributable to a 85.2% increase in patient volumes generated from new facilities, a 9.0% increase in our high level acuity patients and a 5% increase in our rates under a large third-party payor contract in May 2013. New facilities that opened in 2013 and 2014 accounted for the increase in patient service revenue.

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Provision for Bad Debt

Our provision for bad debt increased by $3.5 million, or 154.2%, to $5.7 million for the three months ended March 31, 2014, from $2.3 million for the three months ended March 31, 2013. Of this increase, $2.5 million was attributable to revenue generated from facilities that opened subsequent to March 31, 2013. For facilities opened prior to January 1, 2013, bad debt increased by $1.0 million, or 20.0%, as a result of continued revenue growth.

Net Patient Service Revenue

As a result of the factors described above, our net patient service revenue increased by $17.7 million, or 84.4%, to $38.8 million for the three months ended March 31, 2014, from $21.0 million for the three months ended March 31, 2013.

Operating Expenses and Income from Operations

Salaries, Wages and Benefits

Salaries, wages and benefits increased by $11.0 million, or 78.3%, to $25.0 million for the three months ended March 31, 2014, from $14.0 million for the three months ended March 31, 2013. This increase was primarily attributable to an increase in new facilities, which contributed $9.5 million in facility compensation. The remaining $1.5 million increase was primarily attributable to annualized costs associated with hiring executives in 2013 and our continued efforts to add staff to support new facility growth.

General and Administrative

General and administrative expenses increased by $3.0 million, or 92.6%, to $6.2 million for the three months ended March 31, 2014, from $3.2 million for the three months ended March 31, 2013. This increase was primarily attributable to $0.9 million in additional marketing costs associated with opening new facilities and our consumer awareness program, $0.5 million in additional facility utilities and insurance expenses, $0.4 million in legal and accounting expenses associated with opening new facilities and $0.3 million in travel expenses associated with increased headcount and the opening of new facilities outside of the Dallas/Fort Worth market.

Other Operating Expenses

Other operating expenses increased by $2.4 million, or 101.0%, to $4.9 million for the three months ended March 31, 2014, from $2.4 million for the three months ended March 31, 2013. This increase was primarily attributable to $1.2 million in additional lease costs for building and medical equipment at new facilities and $0.3 million in property taxes and building maintenance for new and existing facilities. Patient care and supply costs at new facilities contributed $1.0 million in expenses.

Loss from the Disposal or Impairment of Assets

Loss from the disposal or impairment of assets decreased by $0.1 million, or 98.0%, to less than $5,000 for the three months ended March 31, 2014, from $0.1 million for the three months ended March 31, 2013. This decrease was primarily attributable to an absence of costs associated with our former corporate office, which was relocated in 2013.

Depreciation and Amortization

Depreciation and amortization expenses increased by $1.4 million, or 81.5%, to $3.1 million for the three months ended March 31, 2014, from $1.7 million for the three months ended March 31, 2013.

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This increase was primarily attributable to the construction of new facilities that opened during 2013 and 2014, as well as new equipment at those facilities.

Other (Expense) Income

Interest Expense

Interest expense primarily consists of interest on our Senior Secured Credit Facility and on one facility treated as a capital lease. Our interest expense increased by $1.9 million to $2.2 million for the three months ended March 31, 2014, compared to $0.3 million for the three months ended March 31, 2013. This increase was primarily attributable to refinancing our Senior Secured Credit Facility in 2013 at higher interest rates and an increase in borrowings to fund construction of new facilities.

Loss Before Provision for Income Taxes

As a result of the factors described above, we recorded a loss before provision for income taxes of $2.5 million for the three months ended March 31, 2014, compared to a loss of $0.7 million for the three months ended March 31, 2013.

Provision for Income Taxes

No provision was made for federal income taxes since we were taxed as a partnership for federal income tax purposes. Provision for income taxes primarily consists of the Texas margin tax. Our provision for income taxes increased by $0.1 million, or 67.3%, to $0.2 million for the three months ended March 31, 2014, from $0.1 million for the three months ended March 31, 2013. This increase was primarily attributable to increased revenue and increased payroll expenses on which the Texas margin tax is based.

Net Loss

As a result of the factors described above, we recorded a net loss of $2.8 million for the three months ended March 31, 2014, compared to a net loss of $0.8 million for the three months ended March 31, 2013.

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The following table summarizes our results of operations for the years ended December 31, 2012 and 2013:

	Year ended December 31,

							Change from prior year						Percentage of net patient service revenue
(dollars in thousands)	2012			2013			$			%			2012			2013
Revenue:
Patient service revenue	$	80,977		$	114,960		$	33,983			42	%
Provision for bad debt		(8,376	)		(12,077	)		(3,701	)		44


Net patient service revenue		72,601			102,883			30,282			42			100	%		100	%
Operating expenses:
Salaries, wages and benefits		41,754			65,244			23,490			56			58			63
General and administrative		12,805			17,436			4,631			36			18			17
Other operating expenses		7,493			11,185			3,692			49			10			11
Loss from the disposal or impairment of assets		652			207			(445	)		(68	)		1			0
Depreciation and amortization		4,640			7,920			3,280			71			6			8


Total operating expenses		67,344			101,992			34,648			51			93			99


Income from operations		5,257			891			(4,366	)		(83	)		7			1


Other (expense) income:
Interest expense		(1,056	)		(2,827	)		(1,771	)		168			(1	)		(3	)
Change in fair market value of derivatives		(533	)		112			645			121			(1	)		0
Write-off of deferred loan costs		—			(440	)		—			—			—			0


Total other expenses		(1,589	)		(3,155	)		(1,566	)		99			(2	)		(3	)


Income (loss) before provision for income taxes		3,668			(2,264	)		(5,932	)		(162	)		5			(2	)


Provision for income taxes		467			720			253			54			1			1


Net income (loss)	$	3,201		$	(2,984	)	$	(6,185	)		(193	)%		4	%		(3	)%

Year Ended December 31, 2012 Compared to Year Ended December 31, 2013

Overall

Our results for the year ended December 31, 2013 reflect a 41.7% increase in net patient service revenue of $30.3 million, although we recorded a net loss of $3.0 million compared to a net income of $3.2 million for the year ended December 31, 2012. The change from net income to a net loss was attributable primarily to increased expenses incurred in connection with opening new facilities (including, in particular, increases in salaries, wages and benefits), expanding the management team in anticipation of new facility growth, and higher interest expense associated with our refinanced Senior Secured Credit Facility to provide financing for that growth.

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Revenue

Patient Service Revenue

Patient service revenue increased by $34.0 million, or 42.0%, to $115.0 million for the year ended December 31, 2013, from $81.0 million for the year ended December 31, 2012. This increase was primarily attributable to a 46.5% increase in patient volumes generated from new facilities, a 4.3% increase in high level acuity patients and a 5% increase in our rates under a large third-party payor contract in May 2013. New facilities that opened in 2012 and 2013 accounted for an increase in patient service revenue of $33.4 million. Patient service revenue in facilities opened prior to 2012 increased by $2.2 million; however, $1.6 million of this was offset by the closure of our Georgetown, Texas facility in 2012.

Provision for Bad Debt

Our provision for bad debt increased by $3.7 million, or 44.2%, to $12.1 million for the year ended December 31, 2013, from $8.4 million for the year ended December 31, 2012. Of this increase, $2.7 million was attributable to revenue generated from facilities that opened in 2013. An additional $1.0 million was a result of the full year of revenue for facilities that opened in 2012. For facilities opened prior to January 1, 2012, bad debt increased by $0.4 million, or 6%, as a result of continued revenue growth. This increase was offset by a reduction in bad debt expense due to the closure of our Georgetown, Texas facility.

Net Patient Service Revenue

As a result of the factors described above, our net patient service revenue increased by $30.3 million, or 41.7%, to $102.9 million for the year ended December 31, 2013, from $72.6 million for the year ended December 31, 2012.

Operating Expenses and Income from Operations

Salaries, Wages and Benefits

Salaries, wages and benefits increased by $23.4 million, or 56.3%, to $65.2 million for the year ended December 31, 2013, from $41.8 million for the year ended December 31, 2012. This increase was primarily attributable to an increase in new facilities, which contributed $16.6 million in facility compensation. In addition, a full year of 24/7 operations in all facilities opened prior to January 1, 2012 contributed $3.2 million. Staff compensation and benefits increased by $4.6 million, which was primarily attributable to annualized costs associated with hiring executives in 2012 and our continued efforts to add staff to support new facility growth.

General and Administrative

General and administrative expenses increased by $4.6 million, or 36.2%, to $17.4 million for the year ended December 31, 2013, from $12.8 million for the year ended December 31, 2012. This increase was primarily attributable to $2.8 million in additional marketing costs associated with opening new facilities and our consumer awareness program, $1.0 million in additional facility utilities and insurance expenses, and $0.4 million in travel expenses associated with increased headcount and the opening of new facilities outside of the Dallas/Fort Worth market.

Other Operating Expenses

Other operating expenses increased by $3.7 million, or 49.3%, to $11.2 million for the year ended December 31, 2013, from $7.5 million for the year ended December 31, 2012. Additional lease costs for building and medical equipment at new facilities contributed $1.6 million to this change. Patient care and supply costs at new facilities contributed $1.4 million in expenses. Existing facilities contributed an

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increase of $0.7 million in patient care and supply costs, primarily driven by an increase in radiology procedures.

Loss from the Disposal or Impairment of Assets

Loss from the disposal or impairment of assets decreased by $0.4 million, or 68.3%, to $0.2 million for the year ended December 31, 2013, from $0.6 million for the year ended December 31, 2012. This decrease was primarily attributable to an absence of prior-year costs associated with our former corporate office, which was relocated in 2012.

Depreciation and Amortization

Depreciation and amortization expenses increased by $3.3 million, or 70.7%, to $7.9 million for the year ended December 31, 2013, from $4.6 million for the year ended December 31, 2012. This increase was primarily attributable to the construction of new facilities that opened during 2012 and 2013, as well as new equipment at those facilities.

Other (Expense) Income

Interest Expense

Interest expense primarily consists of interest on our Senior Secured Credit Facility and on one facility treated as a capital lease. Our interest expense increased by $1.7 million to $2.8 million for the year ended December 31, 2013, compared to $1.1 million for the year ended December 31, 2012. This increase was primarily attributable to refinancing our Senior Secured Credit Facility in 2013 at higher interest rates and an increase in borrowings to fund construction of new facilities.

Change in Fair Market Value of Derivatives

Our change in fair market value of derivatives was a gain of $0.1 million for the year ended December 31, 2013, compared to a loss of $0.5 million for the year ended December 31, 2012. This improvement was primarily attributable to the change in the fair market value of derivatives related to an interest rate swap not accounted for as a hedge. This interest rate swap was terminated as part of the refinancing of the Senior Secured Credit Facility in 2013.

Write-Off of Deferred Loan Costs

Our write-off of deferred loan costs of $0.4 million was associated with the refinancing of the Senior Secured Credit Facility in 2013.

Income (Loss) Before Provision for Income Taxes

As a result of the factors described above, we recorded a loss of $2.3 million for the year ended December 31, 2013, compared to income of $3.7 million for the year ended December 31, 2012, in our income (loss) before provision for income taxes.

Provision for Income Taxes

No provision was made for federal income taxes since we were taxed as a partnership for federal income tax purposes. Provision for income taxes primarily consists of the Texas margin tax. Our provision for income taxes increased by $0.2 million, or 54.2%, to $0.7 million for the year ended December 31, 2013, from $0.5 million for the year ended December 31, 2012. This increase was primarily attributable to increased revenue and increased payroll expenses on which the Texas margin tax is based.

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Net Income (Loss)

As a result of the factors described above, we recorded a net loss of $3.0 million for the year ended December 31, 2013, compared to recording net income of $3.2 million for the year ended December 31, 2012.

Liquidity and Capital Resources

We rely on cash flows from operations, the Senior Secured Credit Facility and the MPT Agreement as our primary sources of liquidity. Our primary cash needs are construction costs for our new facilities, compensation of our personnel, purchases of medical supplies, facility leases, equipment rentals, marketing initiatives and service of long-term debt. We believe that cash we expect to generate from operations, the availability of borrowings under the Senior Secured Credit Facility and funds available under the MPT Agreement will be sufficient to meet liquidity requirements, anticipated capital expenditures and payments due under our Senior Secured Credit Facility and MPT Agreement for at least 12 months.

As of December 31, 2013 and March 31, 2014, our principal sources of liquidity included cash of $11.5 million and $1.1 million and funds available under our Senior Secured Credit Facility line of credit of $10.0 million and $3.0 million, net of letters of credit of $0.6 million and $0.8 million outstanding at those dates, respectively. As of March 31, 2014, we also had $10.4 million available under the MPT Agreement. Additional availability under the revolving component of the Senior Secured Credit Facility as a result of the use of proceeds will be used to fund the construction of new facilities, purchase new medical equipment and for general corporate purposes. Additionally, the outstanding availability under the MPT Agreement will be used to support our facility expansion efforts.

Cash Flows

The following table shows a summary of our cash flows for the periods indicated:

	Year ended December 30,						Three months ended March 31,

(dollars in thousands)	2012			2013			2013			2014
Net cash provided by (used in) operating activities	$	11,408		$	6,872		$	(757	)	$	(6,963	)
Net cash used in investing activities		(15,537	)		(44,647	)		(5,329	)		(10,181	)
Net cash provided by financing activities		2,820			45,815			4,118			6,776


Net (decrease) increase in cash	$	(1,309	)	$	8,040		$	(1,968	)	$	(10,368	)

Net Cash from Operating Activities

Net cash used in operating activities increased to $7.0 million for the three months ended March 31, 2014, from $0.8 million for the same period in 2013. This increase was primarily attributable to labor costs on new facilities where revenue is ramping, corporate labor cost associated with expanding our management team in anticipation of new facility growth, equipment lease costs associated with the new facilities, new facility preopening expenses, marketing expenses and interest payments.

Net cash provided by operating activities decreased by $4.5 million, or 39.5%, to $6.9 million for the year ended December 31, 2013, from $11.4 million for the same period in 2012. This decrease was primarily attributable to labor costs on new facilities where revenue is ramping, corporate labor cost associated with expanding our management team in anticipation of new facility growth, equipment lease costs associated with the new facilities, new facility preopening expenses, marketing expenses and interest payments.

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Net Cash from Investing Activities

Net cash used in investing activities increased by $4.9 million, or 88.9%, to $10.2 million for the three months ended March 31, 2014, from $5.3 million for the same period in 2013. This increase was primarily attributable to capital expenditures for construction of new facilities.

Net cash used in investing activities increased by $29.1 million, or 187.7%, to $44.6 million for the year ended December 31, 2013, from $15.5 million for the same period in 2012. This increase was primarily attributable to capital expenditures for construction of new facilities.

Net Cash from Financing Activities

Net cash provided by financing activities increased by $2.7 million to $6.8 million for the three months ended March 31, 2014, from $4.1 million for the same period in 2013. This increase was primarily attributable to increased borrowing under our Senior Secured Credit Facility of $2.0 million to finance construction of new facilities.

Net cash provided by financing activities increased by $43.0 million to $45.8 million for the year ended December 31, 2013, from $2.8 million for the same period in 2012. This increase was primarily attributable to increased borrowing under our original credit facility of $27.0 million and refinancing our Senior Secured Credit Facility and thereby increasing our funded indebtedness by an additional $25.0 million to finance construction of new facilities. This increase was partially offset by a capital contribution of $4.1 million that did not recur in 2013 and loan origination fees of $5.0 million.

Off Balance Sheet Arrangements

During the periods presented, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purpose arrangements. We lease certain medical facilities and equipment under various non-cancelable operating leases. See "—Obligations and Commitments—Operating Lease Obligations."

Obligations and Commitments

The following is a summary of our contractual obligations as of December 31, 2013:

(dollars in thousands)	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years

Long-term debt obligations	$	75,504	$	504	$	6,094	$	68,906	$	—
Capital lease obligations(1)		8,161		475		1,482		514		5,690
Operating lease obligations		33,412		7,066		16,593		2,741		7,012


Total	$	117,077	$	8,045	$	24,169	$	72,161	$	12,702

(1): Includes amounts representing interest.

Senior Secured Credit Facility

On October 31, 2013, we entered into a Senior Secured Credit Facility for a $75.0 million term loan, bearing interest at LIBOR plus the applicable rate of 7.50%, which matures on October 31, 2018. The Senior Secured Credit Facility includes an additional $165.0 million delayed draw term loan commitment, which, if unused, expires eighteen months after the closing date, and a $10.0 million revolving commitment that matures on October 31, 2018. All of our assets are pledged as collateral under the Senior Secured Credit Facility. The borrowing under the Senior Secured Credit Facility is

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used by us to provide financing for working capital, capital expenditures for new facility expansion and to replace our original credit facility.

The Senior Secured Credit Facility includes an unused line fee of 0.50% per annum on the revolving commitment and delayed draw term loan commitment, a draw fee of 1.0% of the principal amount of each borrowing on the delayed draw term loan and an annual Agency fee of $0.1 million. As of March 31, 2014, we had $165.0 million and approximately $2.2 million available under the delayed draw term commitment and the revolving commitment, respectively. The original principal amount of the term loan will be repaid in consecutive quarterly installments of $0.5 million on the last day of each fiscal quarter commencing with the fiscal quarter ending December 31, 2015 and escalating to $0.9 million for each fiscal quarter ending after December 31, 2016. If drawn, the delayed draw term loan will be repaid in consecutive quarterly installments in an amount based on the repayment calculation contained in the Senior Secured Credit Facility on the last day of each fiscal quarter commencing with the fiscal quarter ending December 31, 2015. We will repay the aggregate principal amount of all revolving loans outstanding on the maturity date, October 31, 2018.

The Senior Secured Credit Facility contains certain affirmative covenants, negative covenants, and financial covenants, which will be measured on a quarterly basis beginning with the quarter ending March 31, 2014.

Capital Lease Obligations

Assets under capital leases totaled approximately $33,300 and $3.9 million, and $0 and $4.1 million, as of December 31, 2012, and 2013, and March 31, 2013 and 2014, respectively, and were included within buildings, computer equipment, medical equipment, office equipment and automobiles. Accumulated amortization associated with these capital lease assets totaled approximately $18,000 and $23,000, and $0 and $0.1 million for the years ended December 31, 2012 and 2013 and the three months ended March 31, 2013 and 2014, respectively.

Operating Lease Obligations

We lease certain medical facilities and equipment under various non-cancelable operating leases. In June 2013, we entered into the MPT Agreement to fund future facilities. Pursuant to the MPT Agreement, MPT will acquire parcels of land, fund the ground-up construction of new freestanding emergency room facilities and lease the facilities to us upon completion of construction. Under the terms of the agreement, MPT is required to fund all hard and soft costs, including the project purchase price, closing costs and pursuit costs for the assets relating to the construction of up to 25 facilities with a maximum aggregate funding of $100.0 million, of which $10.4 million remained available as of March 31, 2014. Each completed project will be leased for an initial term of 15 years, with three five-year renewal options. We follow the guidance in Accounting Standards Codification, or ASC, 840, Leases, and ASC 810, Consolidation, in evaluating the lease as a build-to-suit lease transaction to determine whether we would be considered the accounting owner of the facilities during the construction period. In applying the accounting guidance, we concluded that one facility completed in 2013 under this arrangement qualified for capitalization. As of December 31, 2013 and March 31, 2014, we have a receivable of approximately $2.0 million and $4.1 million from the lessor for costs incurred for facilities currently under development, respectively.

We entered into a lease of approximately 40,000 square feet for our corporate headquarters in October 2012. Lease expense associated with this lease was $0.1 million and $0.7 million, and $0.2 million and $0.2 million, for the years ended December 31, 2012 and 2013 and the three months ended March 31, 2013 and 2014, respectively.

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Capital Expenditures

Our current plans for our business contemplate capital expenditures in 2014 of approximately $24.2 million for the construction of eight facilities. The MPT Agreement will be used to fund a significant portion of our new facilities. We typically incur approximately $0.2 million in capital expenditures related to each MPT-funded facility. Facilities funded under the MPT Agreement will be operating leases and thus not considered a capital expenditure.

The table below provides our total capital expenditures for the periods indicated:

	Year ended December 31,				Three months ended March 31,

(dollars in thousands)	2012		2013		2013			2014
Leasehold improvements	$	5,743	$	28,916	$	9,649		$	12,390
Computer equipment		333		1,481		418			545
Medical equipment		1,265		1,813		699			449
Office Equipment		196		707		230			735
Automobiles		44		27		—			—
Building		—		—		—			5
Land		10		3,234		—			1,518
Construction in progress		3,913		9,870		(5,727	)		(5,345	)


Capital expenditures	$	11,504	$	46,048	$	5,269		$	10,297

Supplemental Unaudited Quarterly Financial Information

The following table sets forth our historical unaudited quarterly consolidated statements of operations, other financial and other operational data for each of our five fiscal quarters ended March 31, 2014. This unaudited quarterly information has been prepared on the same basis as our annual audited consolidated financial statements appearing elsewhere in this prospectus, and includes all adjustments, consisting only of normal recurring adjustments, that we consider necessary to present fairly the financial information for the fiscal quarters presented. The period-to-period comparison of financial results is not necessarily indicative of future results. The quarterly data should be read in

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conjunction with our audited and unaudited consolidated financial statements and the related notes appearing elsewhere in this prospectus.

	Three months ended

(dollars in thousands)	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014
Statements of Operations Data:
Revenue
Patient service revenue	$	23,297		$	26,831		$	25,947		$	38,885		$	44,529
Provision for bad debt		(2,261	)		(2,333	)		(2,310	)		(5,173	)		(5,748	)


Net patient service revenue		21,036			24,498			23,637			33,712			38,781
Operating expenses:
Salaries, wages and benefits		14,009			14,895			15,722			20,618			24,980
General and administrative		3,230			3,784			4,125			6,297			6,220
Other operating expenses		2,420			2,529			2,488			3,748			4,863
Loss (gain) from the disposal or impairment of assets		108			77			(5	)		27			2
Depreciation and amortization		1,684			1,812			1,906			2,518			3,057


Total operating expenses		21,451			23,097			24,236			33,208			39,122


(Loss) income from operations		(415	)		1,401			(599	)		504			(341	)


Other (expense) income:
Interest expense		(288	)		(336	)		(589	)		(1,614	)		(2,206	)
Change in fair market value of derivatives		—			363			(103	)		(148	)		—
Write-off of deferred loan costs		—			—			—			(440	)		—


Total other (expenses) income		(288	)		27			(692	)		(2,202	)		(2,206	)


(Loss) income before provision for income taxes		(703	)		1,428			(1,291	)		(1,698	)		(2,547	)
Provision for income taxes		132			92			220			276			220


Net (loss) income	$	(835	)	$	1,336		$	(1,511	)	$	(1,974	)	$	(2,767	)




Other Financial Data:
Adjusted EBITDA(1)	$	2,525		$	4,154		$	2,724		$	6,607		$	5,092
Other Operational Data:
Patient volume (number of patient visits)		17,044			18,213			16,858			24,927			27,697
Number of facilities		17			17			19			26			32

(1): We define Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, further adjusted to eliminate the impact of certain additional items, including certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance from period to period as discussed further below. Adjusted EBITDA is included in this prospectus because it is a key metric used by management to assess our financial performance. We use Adjusted EBITDA to supplement GAAP measures of performance in order to evaluate the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

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Adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same as or similar to some of the adjustments in this presentation, such as preopening expenses, stock compensation expense, and other adjustments. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow for management's discretionary use, as it does not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures, facility openings and certain other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. Management compensates for these limitations by supplementally relying on our GAAP results in addition to using Adjusted EBITDA. Our presentation of Adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

The following table sets forth a reconciliation of our Adjusted EBITDA to net income (loss) using data derived from our consolidated financial statements for the periods indicated:

	Three months ended

(in thousands)	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014
Net (loss) income	$	(835	)	$	1,336		$	(1,511	)	$	(1,974	)	$	(2,767	)
Depreciation and amortization		1,684			1,812			1,906			2,518			3,057
Interest expense (income)(a)		288			(27	)		692			2,202			2,206
Provision for income taxes		132			92			220			276			220
Advisory Services Agreement fees and expenses(b)		131			131			166			131			138
Preopening expenses(c)		940			257			563			2,217			1,408
Management recruiting expenses(d)		—			—			286			433			99
Stock compensation expense(e)		95			123			177			191			159
Other(f)		90			430			225			613			572


Total adjustments		3,360			2,818			4,235			8,581			7,859


Adjusted EBITDA	$	2,525		$	4,154		$	2,724		$	6,607		$	5,092

(a): Consists of interest expense of $0.3 million, $0.3 million, $0.6 million, $1.6 million and $2.2 million for the three months ended March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013 and March 31, 2014, respectively, a gain (loss) in fair market value of derivatives of $0.4 million, $(0.1) million and $(0.1) million for the three months ended June 30, 2013, September 30, 2013 and December 31, 2013, respectively, and a write-off of deferred loan costs of $0.4 million for the three months ended December 31, 2013.
(b): Consists of management fees and expenses paid to our Sponsor under our Advisory Services Agreement.
(c): Includes labor, marketing costs and occupancy costs prior to opening a facility.
(d): Third-party costs and fees involved in recruiting our management team.
(e): Stock compensation expense associated with grants of management incentive units.
(f): For the three months ended March 31, 2013, we incurred costs to develop long-term strategic goals and objectives totaling approximately $45,000 and board fees and travel expenses paid to members of the board of directors totaling approximately $45,000. For the three months ended June 30, 2013, we incurred costs to develop long-term strategic goals and objectives totaling approximately $0.1 million, board fees and travel expenses paid to members of the board of directors totaling approximately $63,000 and $250,000 of termination costs paid to the former CEO. For the three months ended September 30, 2013, we incurred costs to develop long-term strategic goals and objectives totaling approximately $170,000 and board fees and travel expenses paid to members of the board of directors totaling approximately $55,000. For the three months ended December 31, 2013, we

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incurred terminated real-estate development costs totaling $0.3 million, costs to develop long-term strategic goals and objectives totaling approximately $0.2 million and board fees and travel expenses paid to members of the board of directors totaling approximately $55,000. For the three months ended March 31, 2014, we incurred terminated real-estate development costs totaling $0.2 million, costs to develop long-term strategic goals and objectives totaling $0.3 million and board fees and travel expenses paid to members of the board of directors totaling approximately $60,000.

New Accounting Pronouncements

Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We intend to "opt out" of the extended transition period with respect to new or revised accounting standards and, as a result, we will comply with any such new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

Recently issued accounting pronouncements did not or are not believed by management to have a material impact on our present or future financial statements.

Critical Accounting Policies

The following is a discussion of our application of critical accounting policies that require our management to make certain assumptions about matters that are uncertain at the time the accounting estimate is made, where our management could reasonably use different estimates, or where accounting changes may reasonably occur from period to period, and in each case would have a material effect on our financial statements. For additional information, see Note 2 to our annual audited consolidated financial statements included in this prospectus.

Patient Revenue and Accounts Receivable

Revenue is recognized when services are rendered to patients. Charges for all services provided to insured patients are initially billed and processed by the patients' insurance provider. We have agreements with certain insurance companies that provide for in-network payments that may differ from our established rates or as determined by the patient's out of network benefits. Differences between established rates and those set by insurance programs, as well as charity care, employee and prompt pay adjustments, are recorded as adjustments directly to patient service revenue. Fee adjustments of approximately $44.5 million and $62.5 million, and $13.3 million and $22.3 million, were recorded for the years ended December 31, 2012 and 2013 and the three months ended March 31, 2013 and 2014, respectively. Allowable amounts not covered by the insurance companies are then billed to the patients. Estimated uncollectible amounts from insured patients are recorded as bad debt expense in the period in which the services are provided. Collection of payment for services provided to patients without insurance coverage is done at the time of service.

Accounts receivable are reduced by an allowance for doubtful accounts. In establishing our allowance for doubtful accounts, management considers historical collection experience, the aging of the account, the payor classification, and patient payment patterns. Amounts due directly from patients represent our highest collectability risk. There were not any significant changes in the estimates or assumptions underlying the calculation of the allowance for doubtful accounts for the years ended December 31, 2012 and 2013.

We write off as bad debt expense uncollectible accounts receivable arising from patient responsibility after all collection efforts have been exhausted and it has been determined such accounts will not be collected. Bad debt write-offs of approximately $7.7 million and $10.1 million, and $1.3 million and $2.9 million, were recorded for the years ended December 31, 2012 and 2013 and the three months ended March 31, 2013 and 2014, respectively.

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We treat any patient that is emergent, including patients that may be eligible for Medicare or Medicaid and patients without medical insurance. These services are provided at no charge to the patient. Total charity care was approximately 2.0% and 7.0%, and 5.6% and 9.4%, of net patient revenue for the years ended December 31, 2012 and 2013 and the three months ended March 31, 2013 and 2014, respectively.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset or group of assets might not be recoverable. We do not perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would indicate a potential impairment include a significant decline in the observable market value of an asset or a significant change in the extent or manner in which an asset is used. The impairment review includes a comparison of future projected cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value. There were no impairments recorded for the year ended December 31, 2013 and the three months ended March 31, 2013 and 2014. We recorded long lived asset impairment charges of $0.3 million for the year ended December 31, 2012, associated with the closing of our former corporate headquarters.

Goodwill

In accordance with the FASB ASC 805, Business Combinations, the purchase method of accounting requires that the excess of purchase price paid over the estimated fair value of identifiable tangible and intangible net assets of acquired businesses be recorded as goodwill. In accordance with the provisions of ASC 350, Intangibles—Goodwill and Other, goodwill is tested for impairment annually, and interim impairment tests are performed whenever an event occurs or circumstances change that indicate an impairment has more likely than not occurred. We have one reporting unit and goodwill is evaluated at that level. To determine whether goodwill is impaired, a two-step impairment test is performed. Goodwill is evaluated for impairment by comparing the current fair value of our reporting unit to its recorded value, including goodwill. If the fair value of the reporting unit exceeds the carrying value, no impairment is indicated. If the fair value of a reporting unit exceeds the carrying value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. We have established October 31 as the date for our annual impairment review.

We estimate the fair value of our total invested capital using an income and market approach, reduced by interest bearing debt as of the valuation date. These valuations require management to make estimates and assumptions regarding industry economic factors and prospective financial information. There were no goodwill impairment charges recorded for the years ended December 31, 2012 and 2013 and the three months ended March 31, 2013 and 2014.

Intangible Assets

Intangible assets are recorded at their estimated fair values as of the date of acquisition. Intangible assets consist of trade and domain names and non-compete agreements. In accordance with ASC 350, Intangibles—Goodwill and Other, we review the intangible assets with indefinite lives, which include trade and domain names, at least annually for impairment, or more often if triggering events exist. Intangible assets with definite lives are reviewed for impairment if an indicator of impairment exists similar to long-lived assets. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value. There were no impairment charges recorded on intangible assets for the years ended December 31, 2013 and 2012 and the three months ended March 31, 2013 and 2014. Intangible assets with finite useful lives are amortized over their estimated useful life.

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Lease Accounting

We determine whether to account for our facility leases as operating or capital leases depending on the underlying terms of the lease agreement. This determination of classification is complex and requires significant judgment relating to certain information including the estimated fair value and remaining economic life of the facilities, our cost of funds, minimum lease payments and other lease terms. The lease rates under our lease agreements are subject to certain conditional escalation clauses which are recognized when probable or incurred and are based on changes in the consumer price index or certain operational performance measures. As of December 31, 2013 and March 31, 2014, we leased 25 and 32 facilities, 24 and 31 of which we classified as operating leases and one of which we classified as a capital lease, respectively.

Quantitative and Qualitative Disclosure about Market Risk

Interest Rate Risk

We are exposed to market risks related to changes in variable interest rates. As of December 31, 2013 and March 31, 2014, we had $75.0 million and $82.0 million of indebtedness (excluding capital leases), respectively, which is at variable interest rates. In seeking to reduce the risks and costs associated with such activities, we manage exposure to changes in interest rates primarily through the use of derivatives. As of December 31, 2013 and March 31, 2014, we have hedged the variable interest rate risk with an interest rate cap covering 50% of our indebtedness. We do not use financial instruments for trading or other speculative purposes, nor do we use leveraged financial instruments.

Controls and Procedures

The SEC, as required by Section 404, adopted rules requiring every company that files reports with the SEC to include a management report on such company's internal control over financial reporting in its annual report. In addition, the independent registered public accounting firm of such company must attest to its internal control over financial reporting. However, under the JOBS Act, we are not required to comply with the auditor attestation requirement of Section 404 as long as we are an "emerging growth company." In addition, our first Annual Report on Form 10-K to be filed following the completion of this offering will not include a report of management's assessment regarding internal control over financial reporting due to a transition period established by SEC rules applicable to newly public companies. Management will be required to provide an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2015. See "Risk Factors—Risks Related to Our Organizational Structure—Pursuant to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 for so long as we are an 'emerging growth company."'

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BUSINESS

Company Overview

Emergency care is a significantly underserved market in the United States today and the current system is overburdened.

•: Demand has grown dramatically, with emergency room visits increasing 46.7%, from 90.8 million in 1992 to 133.2 million in 2012, while the number of emergency room departments decreased by 11.4% over the same period, from approximately 5,035 in 1992 to approximately 4,460 in 2012, according to AHA.
•: In their 2014 National Report Card on America's emergency care environment, ACEP assigned an overall grade of "D-" for the category of access to emergency care, reflecting too few emergency departments to meet the needs of a growing, aging population and the projected increase in the number of insured individuals as a result of PPACA.

What We Do and Why We Are Different

We focus exclusively on providing emergency care through our freestanding emergency rooms with the goal of improving the quality of care and enhancing the overall experience for patients and physicians. We have developed an innovative facility design and infrastructure specifically tailored to the emergency care delivery system that combines staff, equipment and physical layout to deliver high-quality, cost-effective care. We design, equip, staff and operate our facilities to deliver coordinated patient-focused care. This approach limits the need to move patients and provides ease of access to all necessary medical services we provide, allowing us to enhance the overall experience of the patient. Our facility design also allows physicians and nursing staff to provide all levels of care required for our patients during their visit. Our philosophy is to center care around the patient, rather than expect the patient to adapt to our facilities and staff. We believe our focused approach increases patient, physician and staff satisfaction. Innovative characteristics of our emergency facilities include:

•: 24 / 7 Emergency Care. Freestanding emergency room facilities, which typically range from approximately 6,000 to 7,000 square feet and are located in a convenient, local community setting and open 24 hours a day, seven days a week with on-site emergency staff, including a physician, at all times;

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•: Board-Certified Physicians. Staffed with experienced healthcare professionals capable of handling all emergency issues. As of March 31, 2014, we contracted with approximately 260 Board-certified physicians with an average of 16 years of medical experience who have treated more than 400,000 patients at our facilities;
•: Streamlined. Streamlined check-in process designed to have patients seen by a physician within minutes;
•: Focused Capability. Typically six to nine emergency exam rooms, which include two high-acuity suites, one child-friendly pediatric room and a specialized obstetrics/gynecology room;
•: Coordinated Care. Centralized nurses' station that serves as a command center to coordinate care;
•: Full Radiology Suite. In-house diagnostic imaging technology, including CT scanners, digital x-rays and ultrasounds, with final reads from on-call radiologists; and
•: On-Site Laboratory. On-site laboratories, which provide results within approximately 20 minutes and are certified by CLIA and accredited by COLA.

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We operate at the higher end of the acuity and emergency care spectrum. Our capabilities and offerings differ from other care models as outlined below:

Spectrum of Primary and Emergency Care Services

Market Opportunity

In their 2014 National Report Card on America's emergency care environment, ACEP assigned an overall grade of "D-" for the category of access to emergency care, reflecting too few emergency departments to meet the needs of a growing, aging population and the projected increase in the number of insured individuals as a result of PPACA. We believe freestanding emergency rooms are an essential part of the solution.

Freestanding emergency rooms remain the least penetrated alternate site provider segment in the U.S. healthcare sector. As of 2012, there were approximately 400 freestanding emergency rooms in the United States as compared to approximately 1,400 retail clinics, 6,000 ambulatory surgery centers and 9,300 urgent care centers. We believe this represents a significant opportunity to deliver quality care in the freestanding emergency room setting and transform this underpenetrated market. We have developed a highly scalable business model for establishing new freestanding emergency rooms that

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include attractive unit economics, sophisticated data analytics to support our site-selection process, proven real estate development practices and innovative marketing programs. Using this model we, have grown to become more than twice the size of our next largest independent freestanding emergency room competitor and are expanding rapidly. We seek to transform the emergency care delivery model by offering high-quality, efficient and consumer-oriented healthcare in our local communities.

We also believe that we offer a dramatically improved patient experience relative to traditional hospital emergency departments by significantly reducing wait times and providing rapid access to Board-certified physicians on-site. We also provide convenient access to critical, high-acuity care as compared with urgent care centers and are open 24 hours a day, seven days a week. Based on patient feedback collected by Press Ganey, First Choice Emergency Room received the prestigious Guardian of Excellence Award in 2013 for exceeding the 95th percentile in patient satisfaction nationwide.

Value Proposition

•: For Patients. We offer immediate and convenient access to high-quality emergency care provided by Board-certified physicians and emergency trained registered nurses 24 hours a day, seven days a week.
•: For Communities. We provide connectivity across the patient care continuum, enable convenient local access to Board-certified physicians outside normal business hours and partner with health systems seeking to enhance their community presence. Approximately 60% of each facility's patients come from a three-mile radius, with approximately 80% coming from a five-mile radius.
•: For Physicians. We offer an attractive opportunity to practice emergency medicine with a reduced administrative workload and scheduling flexibility, by providing our physicians with the resources necessary to increase the time spent with each patient and the ability to focus their attention on the patient in order to deliver quality care.
•: For Payors. We reduce overall costs by minimizing unnecessary tests and inpatient admittances.
•: For Hospitals. We expand the reach of hospitals into the communities we serve.

Recent Initiatives and Outlook

Following an investment by Sterling Partners in 2011, we embarked on a number of growth initiatives. These included the hiring of a number of senior officers, including our CEO Tom Hall, as part of our efforts to enhance and expand our management team, developing the necessary clinical and operational infrastructure to position us for future growth and entering new geographic markets such as Colorado. We are also building strategic alliances with leading health systems. We entered into an alliance with HCA in North Texas to enhance the continuum of care for our patients by streamlining clinical protocols for transfers to hospitals and providing direct access to 5,000 physicians and 11 hospitals in North Texas for follow-up care. In addition, we have a new relationship with the Concentra urgent care clinics in the Dallas/Fort Worth market, whereby we are able to refer workers' compensation patients to Concentra when follow-up, non-emergent, care is needed. As part of the relationship, we have enhanced the Concentra teams' awareness of First Choice Emergency Rooms in order to facilitate referrals of their after-hours and emergency patients to us. Referrals to us from Concentra are not contractually mandated and no compensation is paid by either party in connection with the referrals of patients. This relationship may be subject to various state and federal healthcare

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laws and regulations that restrict certain arrangements between referring providers. See "Risk Factors—Risks Related to Healthcare Regulation."

Industry Trends

We believe freestanding emergency rooms are an essential part of the solution, providing access to high-quality emergency care and offering a significantly improved patient experience relative to traditional hospital emergency departments.

The chart below sets forth the number of emergency departments and emergency department visits from 1992 to 2012:

The number of emergency room visits exceeded 130 million in 2012, or approximately 247 visits per minute, and care previously provided in inpatient settings is now increasingly being provided in emergency departments. Factors affecting access to emergency care include availability of emergency

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departments, capacity of emergency departments, and availability of staffing in emergency departments. As the largest operator of freestanding emergency rooms, we offer a solution that addresses the following trends currently affecting the healthcare services market:

Poor Access to Emergency Care Including a Shortage of Emergency Rooms

According to ACEP, between 1997 and 2007, emergency visit rates increased at twice the rate of growth of the U.S. population, causing a shortage of emergency rooms and persistent emergency department overcrowding with expanding wait times. This emergency room shortage is making it increasingly challenging to meet the rising demand for emergency care. According to ACEP's National Report Card on America's emergency care environment, only 4.2% of active physicians are emergency room physicians, yet they are responsible for 28% of all acute care visits and 11% of all outpatient care in the United States. The shortage of emergency rooms has created an acute need for more access and convenient emergency room care.

Emergence of Innovative Care Delivery Settings and Access Points

Healthcare industry trends, including the increasing demand for care, an aging population and the projected increase in the number of people now insured as a result of PPACA, combined with a shortage of access points, is driving the emergence of innovative care delivery models to meet patient needs for emergency care. Increasing demand for emergency care necessitates new healthcare access points such as freestanding emergency rooms for patients to receive timely and high-quality care. The emergence of freestanding emergency rooms will fill a public need in underserved markets and provide connectivity across the patient care continuum from patient referrals to post-emergency care. Freestanding emergency rooms remain the least penetrated alternate site segment with strong unit growth. This growth is expected to shift the delivery of healthcare services away from traditional inpatient hospitals to more effective and convenient solutions, such as freestanding emergency rooms and other alternate-site settings such as urgent care centers and primary care access points.

Increasing Healthcare Consumerism

We believe patients will increasingly seek high-quality and efficient care in cost-effective settings. As self-insured employers look to reduce their overall healthcare costs, they are rapidly shifting financial responsibility to patients through higher co-payments and deductibles. These changes to health plan design, coupled with increased pricing transparency, are encouraging patients to take more control of their healthcare spending and seek out more cost-effective and efficient options for their healthcare consumption. As consumers take on a larger share of their healthcare costs and spend more on healthcare services, they want a greater say in how and where they receive care, demanding higher quality care, increased convenience and more service for their dollars spent. This trend of increasing consumerism will benefit freestanding emergency room operators as they offer attractive and convenient neighborhood-based, physician-focused care at significantly reduced wait times. We believe that, given the choice, consumers will choose freestanding emergency rooms for both their convenience and high-quality care and outcomes.

Opportunities Created by Healthcare Legislation

The expected increase in the number of people now insured as a result of PPACA may put additional pressure on an already overburdened emergency room system that lacks capacity and access points. This expected influx of newly insured patients creates opportunities for providers of emergency care with attractive and convenient locations capable of delivering high-quality care. Additionally, we expect PPACA to create greater opportunities for cost-effective providers of healthcare services as healthcare reform activities are expected to promote the transition from traditional fee-for-service payment models to more "at risk" or "capitated" models in which providers receive a flat fee per member per month from payors, regardless of the cost of care. These changes will be reflected through the creation of accountable care organizations or other payment model reforms. We believe this shift will create financial incentives to transition many types of medical procedures out of the hospital and into more convenient settings such as freestanding emergency rooms.

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Our Value Proposition

Value Proposition for Patients

As healthcare has evolved, the consumer has taken greater control of healthcare expenditures and demands more convenient access to healthcare, better value and an improved overall patient experience. Our philosophy is to center care around the patient, rather than expect the patient to adapt to our facilities and staff. We offer patients an attractive value proposition:

•: Access to Care. Our facilities are located in a convenient, local community setting and are open 24 hours a day, seven days a week with on-site emergency staff, including a Board-certified physician at all times.
•: Immediate Care. A streamlined check-in process designed to have patients seen by a physician within minutes.
•: Physician Focus. Our physicians are focused on the patient, spending more time on patient care than on administrative tasks, providing high-quality service, prompt diagnoses and the appropriate medical treatment.
•: Technology. Facilities equipped with full radiology suites, including CT scanners, digital x-rays and ultrasounds, as well as on-site laboratories certified by CLIA and accredited by COLA that provide test results within approximately 20 minutes.
•: Superior Experience. An overall enhanced patient experience.

As a result, based on patient feedback collected by Press Ganey, First Choice Emergency Room received the prestigious Guardian of Excellence Award in 2013 for exceeding the 95th percentile in patient satisfaction nationwide.

Value Proposition for Communities

Community providers, including physician's offices and hospital emergency rooms, serve a critical and valuable purpose in delivering healthcare. However, the shortage of emergency rooms makes it increasingly challenging to meet the rising demand for emergency care. This has led to an overburdened emergency room network that is often poorly aligned with care consumption trends.

We seek to transform the emergency delivery model and fill a public need by offering high-quality, efficient and consumer-oriented healthcare in our local communities. We offer communities an attractive value proposition:

•: Access to Care. Facilities located in convenient, local community settings. Approximately 60% of each facility's patients come from a three-mile radius, with approximately 80% coming from a five-mile radius.
•: 24 / 7. Access to Board-certified physicians at all times, including outside normal business hours.
•: Partnership. Key partner for health systems seeking to enhance their local community presence through direct admissions relationships and new innovative partnerships.
•: Care Continuum. Connectivity across the patient-care continuum from patient referrals to post-emergency care.

Value Proposition for Physicians

The evolving healthcare delivery environment, reflected by significant regulatory changes, increasing administrative burdens, shifting competitive provider landscape and a transition to new

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reimbursement models, is increasing pressure on physicians. We offer an attractive working environment:

•: Team-Based Care. Team-based environment, supported by dedicated staff.
•: Patient Centric. Our model allows physicians to spend more time with each patient, which enables them to focus their attention on the patient in order to deliver high-quality care.
•: Dedicated Support. Rapid delivery of lab and diagnostic results through on-site capabilities.
•: Physician Friendly. Scheduling flexibility and a well-defined compensation program. Payment of malpractice insurance coverage premiums for physicians practicing at our facilities.

Value Proposition for Payors

Value Proposition for Hospitals

Competitive Strengths

We believe the following strengths differentiate us from our competitors and will enable us to capitalize on favorable industry dynamics:

Leader in the Rapidly Expanding Freestanding Emergency Room Market

First Choice Emergency Room is the largest freestanding emergency room provider in the United States with 32 facilities as of March 31, 2014, of which six were opened in 2014. We are more than twice the size of our next largest independent freestanding emergency room competitor. We believe our innovative facility model enables us to offer our customers comprehensive emergency services with individualized attention and local convenience. We believe that our scale and scope, when combined with our comprehensive service offerings and tailored best practices, differentiate us from our local and regional competitors. Given our market positions in the highly fragmented and rapidly expanding markets in which we provide our services, we believe there continue to be opportunities to build more facilities in existing and new markets, which will result in further expanding our leadership in the freestanding emergency room market.

Superior Patient Experience

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times. Each of our facilities is equipped with a full radiology suite, including CT scanners, digital x-ray and ultrasound, as well as on-site laboratories certified by CLIA and accredited by COLA. Our patients are typically face-to-face with a medical professional within minutes of arrival, and our patient satisfaction ratings exceed the vast majority of hospital emergency rooms nationally. Based on patient feedback collected by Press Ganey, we exceeded the 95th percentile in the nation for patient satisfaction and received the Guardian of Excellence Award in 2013, the highest award bestowed by the organization.

Scalable Service Model Well-Positioned for Growth

We maintain the highest standards of clinical excellence, led by our 260 contracted Board-certified physicians who have an average of 16 years of medical experience. We have standardized, highly scalable clinical and operational infrastructure that we believe will support significant continued growth. Our highly trained staff is complemented by our managed care contracting and revenue cycle management expertise. Moreover, our innovative sales and marketing programs combine active outreach and awareness campaigns with patient-centric marketing programs in order to most effectively reach our target populations. We endeavor to continue to develop multiple sites because we believe regional density creates value through leverage in managed care contracting and greater brand awareness.

Distinctive Real Estate Development Strategy Supports Attractive Unit Growth and Economics

We have built an internal team with significant experience in multi-unit retail expansion strategy and execution. As a result, our approach to real estate planning is highly consumer-centric with a discipline traditionally utilized by sophisticated retail businesses. Our proprietary site selection model is a key to the success of our business, allowing us to identify and fill critical voids in community healthcare delivery systems. When combined with our scalable operating structure and attractive new facility model, our real estate development strategy allows us to maximize performance and quickly grow our facility base. Our seasoned real estate planning and development team follows a proven and disciplined strategy that leverages advanced data analytics to identify opportunities to provide underserved communities with high-quality emergency care.

This development model has also proven commercially successful in highly competitive markets and is currently supporting growth outside of our home state of Texas. Our sophisticated selection guidelines and scalable procedures allow us to open a new facility within 14 to 21 months of site selection, enabling us to quickly capitalize on emerging opportunities. We have experienced rapid growth in recent periods, growing from 14 facilities at the end of 2012 to 26 facilities at the end of 2013, and to 32 facilities as of March 31, 2014. By the end of 2014, we expect to be operating 53 facilities in our target markets. We have a robust pipeline under development designed to support the addition of a similar number of facilities in 2015. Moreover, we have access to a variety of capital sources, including the Medical Properties Trust leasing facility, allowing us to fund the typical $5 million to $6 million build-out cost of most facilities, inclusive of land acquisition costs. Given our expertise and the scale of our operations, we anticipate these new facilities will be profitable within their first year of operation, generating additional capital to continue capturing significant growth opportunities.

Ability to Attract and Retain High-Quality Physicians and Clinicians

Through our differentiated recruiting and development programs, we are able to identify and target high-quality physicians and clinicians to optimally match the needs of our facilities. Each of our facilities is staffed with Board-certified physicians, who have an average of 16 years of medical experience. Compared to a traditional hospital setting, our physicians have a significantly reduced administrative workload, which allows them to spend more time focusing on patient care. Additionally, we offer our physicians extensive flexibility in managing their work schedules. Due to our customized

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staffing model, physicians can schedule their own work hours, practice at multiple sites, and take advantage of a wide variety of career development opportunities, including maintaining their own practice or affiliations with other healthcare facilities or hospitals. Consequently, our facilities offer a positive work environment that leads to high retention rates and strong customer and provider relationships. We believe these programs will allow us to continue to effectively recruit physicians and clinicians to support our robust pipeline of new facilities.

Management Team with Significant Public Company Experience

We have an experienced management team that leverages expertise across the healthcare, retail and hospitality sectors. The members of our executive management team with healthcare backgrounds have an average of 11 years of experience in that industry and have proven and extensive knowledge of healthcare operations and facility expansion. Additionally, our management has significant experience with high-growth, multi-state customer-focused operations through involvement in the retail and hospitality sectors. The three most senior members of the executive team have substantial experience in leading publicly traded companies. Over their respective tenures, members of our team have been instrumental in establishing a successful, scalable operating model, consistently generating strong financial results and developing an effective site selection and build-out process. They have also developed proven recruiting and staffing capabilities to identify, hire and retain high-quality physicians. We believe the breadth of management's background and the depth of its expertise will continue to drive our dynamic growth and continued success.

Growth Strategies

Grow our Presence in Existing Markets

We believe there is a significant opportunity to expand in our existing markets including Dallas/Fort Worth, Houston, San Antonio and Austin, Texas as well as Colorado Springs and Denver, Colorado. Our scale, scope and leading market position, combined with our sophisticated, proven site selection and development processes provide us with competitive advantages to continue to expand our facility base in these markets. We endeavor to continue to develop multiple sites because we believe regional density creates value through leverage in managed care contracting and greater brand awareness. We intend to continue to provide high-quality, convenient emergency medical care combined with consumer-focused, local-targeted marketing through channels such as direct mail, Internet and social media, community sponsorship and field marketing teams. We anticipate that as we further build our brand and increase the visibility of our facilities in our existing markets these efforts will increase patient awareness, and drive patient volume and same-store growth.

Build Strategic Alliances with Leading Health Systems

Development of our existing and new health system alliances is an important part of our continued growth. We expect to be a key partner for health systems seeking to enhance their local community presence through direct admissions relationships and new innovative partnerships. Our alliance with HCA in North Texas provides an example of one such innovative partnership, giving our patients direct access to HCA's 5,000 physicians and 11 local hospitals in the North Texas region. Our patients who need to be transferred to a hospital will be assured of bed availability at an HCA hospital and, if certain conditions are met, will receive direct admission, avoiding the hospital's emergency department. Our partnership with HCA provides us access the HCA transfer center, a 24/7 call center, to

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coordinate appropriate patient transfers for hospital admission. In addition, we have a new relationship with the Concentra urgent care clinics in the Dallas/Fort Worth market, whereby we are able to refer workers' compensation patients to Concentra when follow-up, non-emergent, care is needed. As part of the relationship, we have enhanced the Concentra teams' awareness of First Choice Emergency Rooms in order to facilitate referrals of their after-hours and emergency patients to us. We believe our ability to alleviate hospital emergency room over-crowding, while providing a new access point to patients, enhances our value proposition as a partner of choice for health systems. We intend to continue to pursue relationships with complementary participants in the healthcare delivery system to ensure that our patients receive high-quality care delivered in the most efficient way.

Pursue a Disciplined Development Strategy in New States and Markets

Operations

Our operations consist primarily of our ownership and management of freestanding emergency care facilities. We provide patients prompt access to high-quality, Board-certified physicians and emergency trained registered nurses capable of handling all emergency issues and a wide array of treatments on-site. We believe our acuity mix is comparable to hospital-based emergency rooms. Our facilities provide the space and equipment necessary to enable our staff to provide quality emergency care. Each of our facilities is equipped with a full radiology suite, including CT scanners, digital x-ray and ultrasound, as well as on-site laboratories certified by CLIA and accredited by COLA. Every facility has transfer agreements in place with local hospitals for patients that need to be transferred to a hospital. In the Dallas/Fort Worth area, we have entered into an alliance with HCA to enhance the continuum of care for our patients by streamlining clinical protocols for transfers to hospitals and providing direct access to 5,000 physicians and 11 hospitals in North Texas, for follow-up care.

Facilities

As of March 31, 2014, we had 32 facilities in markets throughout Texas and Colorado. Our facilities are open 24 hours a day, seven days a week, and are designed to ensure that our patients receive high-quality, rapid, comfortable and convenient emergency medical care. Each facility typically has six to nine emergency exam rooms. These include two high-acuity suites, one "child-friendly" pediatric room intended to create a comfortable environment for children, and a specialized obstetrics/gynecology room. All of our facilities have a centralized nurses' station that acts as the command center providing easy access to our laboratory, radiology suite, supply rooms and secured narcotics area, in addition to being placed so that it maximizes the staff's line of sight to our suites and exam rooms. If a patient needs to be transported to a hospital, our facilities have ambulance bays that that

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are located near the emergency suites, providing for rapid and efficient access for emergency medical services personnel.

Each facility is designed to be a calm and comfortable setting for patients. There is a lobby and check-in desk where patients are greeted and welcomed into the facility. As patients are escorted back to their exam room, they see neutrally painted walls with carefully selected artwork, creating a comforting environment, seamless floors designed to minimize and prevent infection, and, in many facilities, a view of the CT scanner. Every pediatric room has a unique, hand-painted mural and all exam rooms are equipped with flat-screen televisions. Our facilities are also designed to be a comfortable environment for our clinicians. Our physicians have a private office where they can review notes or make follow-up calls to patients. In addition, there is a dedicated employee break room and a special employee lounge complete with showers.

Each of our emergency rooms contains a laboratory that is certified by CLIA and accredited by COLA. CLIA defines our laboratories as "moderate complexity labs," which can perform "waived" and automated tests. The CLIA-waived tests that we most commonly perform include, but not are limited to, rapid strep, influenza, and respiratory syncytial virus and blood glucose levels. Additionally, there are moderate complexity automated tests that include chemistries, cardiac enzymes, complete blood counts, clotting studies, and a variety of other pertinent diagnostic assessments. All in-house testing provides results within approximately 20 minutes and those results are immediately provided to the physician for a more efficient diagnostic process. Additional testing which would require pathologist review, such as cultures and sub-specialty samples, are managed through our relationships with accredited third-party laboratories. Each laboratory department is supervised by a facility medical director, who acts as the dedicated laboratory director, overseeing all policies, testing, and ongoing operations.

Our facilities are equipped with full radiology suites, including CT scanners, digital x-rays and ultrasounds. Staffed around the clock with a licensed radiology technologist, our radiology suites are a critical component to the high-quality care that we provide. Each radiology technologist has a minimum of two years of experience on both the CT and x-ray modalities in a hospital setting. Our ultrasound machines are operated by certified on-call ultrasound technologists that provide around-the-clock coverage for all of our facilities. All imaging studies are then interpreted off-site by a contracted group of Board-certified radiologists that are required to provide final reads within 30 minutes, 24 hours a day, seven days a week.

In addition to our carefully planned layout, laboratories and radiology suites, our facilities are also generally equipped with other features comparable to hospital emergency rooms. Our facilities are equipped with life-safety code air systems with specialized ventilation and central oxygen with back-up generators to ensure uninterrupted operations.

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The below image depicts the typical layout of one of our facilities which range in size from approximately 6,000 to 7,000 square feet:

Staffing

We employ a base "1-1-1-1" model for our staffing needs at each facility, meaning that we have a minimum of one Board-certified physician, one emergency trained registered nurse, one radiology technologist and one front office staff member on-site at all times. This is a fixed cost labor model as all facilities are open 24 hours a day, seven days a week. This base staffing can be augmented during periods of high-patient volume. We operate using two 12-hour shifts per day, beginning at 7:00 a.m. and 7:00 p.m. Each facility utilizes approximately 35 staff members, made up of four full-time and five part-time employees per function. Our full-time employees work three 12-hour shifts per week. Each of our facilities also has a facility administrator, who is also the nurse manager. The facility administrator is in charge of all operating aspects of the facility and the coordination of care to patients.

Our physicians are contracted through Conjugate, an affiliated professional limited liability company owned by our Executive Medical Director that handles our physician-staffing needs in each of the markets where we operate. We currently utilize over 260 accredited Board-certified physicians. We provide physicians with a unique and attractive opportunity to practice emergency medicine in a work environment with a reduced administrative workload, scheduling flexibility and a covered cost of malpractice insurance, which allows our physicians to focus on providing high-quality care. Our model allows physicians to spend more time with each patient and thus the ability to focus their attention on the patient in order to deliver quality care.

Our physician recruiters identify and source talent through a variety of methods, including networking, targeted job postings and employee referrals. Once a candidate has been identified, we invite them on-site to tour our facility and meet with the facility medical director. If the candidate is a fit, a rigorous credentialing process is initiated that verifies the candidate's education, training, state licensing, experience, current health status and clinical competence.

All of our physicians sign a physician services agreement, which sets forth their duties and responsibilities, assigns each physician to a home facility, outlines shift commitments and guarantees and contains a 90-day notice of termination provision for both parties. Each facility has a facility

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medical director, who is the physician responsible for providing clinical guidance and oversight, performing chart reviews, ensuring compliance with infection control protocols and acting as the laboratory director for the facility.

Patients

First Choice Emergency Rooms provide access to high-quality emergency care in the neighborhoods near each site. Typically, approximately 60% of each facility's patients come from a three-mile radius, with approximately 80% coming from a five-mile radius. Our facilities treat a wide array of emergency patient problems, such as heart attacks, severe abdominal pain and respiratory distress.

Patient satisfaction for First Choice Emergency Room care is among the highest in the nation. First Choice Emergency Room was named a Guardian of Excellence Award winner in 2013 by Press Ganey. This award recognizes top-performing facilities from among participating member hospital emergency rooms that are in the 95^th percentile of performance in patient satisfaction nationwide, and is a healthcare industry symbol of achievement.

Illustrative Patient Experiences at First Choice Emergency Rooms

We believe we are transforming the emergency care experience with a differentiated care delivery model, as demonstrated by the below sampling of experiences our patients have had at First Choice Emergency Rooms:

•: Cardiac Event. A man came to the nearby First Choice Emergency Room after experiencing chest pain and shortness of breath for over a day. Within minutes of his arrival he was given an electrocardiogram, which indicated a possible heart attack. While getting his chest x-ray, his heart stopped beating. The clinical team administered CPR and the patient had a near immediate return of spontaneous circulation. The CT scan showed a large "saddle emboli" (a large blood clot straddling the blood vessels) in his heart and more in his pulmonary vasculature (blood vessels of the lungs). He was anti-coagulated and transferred to the hospital catheterization laboratory.
•: Premature Delivery Complication. A 34-week pregnant woman was rushed into a First Choice Emergency Room in active labor. The baby had already begun to crown and both mother and baby appeared to be in distress. Within four minutes of the patient's arrival, the baby was delivered. The delivery was complicated by the umbilical cord being wrapped around the baby's neck, a life-threatening complication. Our physician properly handled the delivery and as a result both the mother and baby were healthy.
•: Respiratory Distress. A nearby family practice physician was experiencing shortness of breath and came in to a First Choice Emergency Room. Within minutes, her shortness of breath became very severe. Our physician had to intubate (placing a breathing tube into the trachea to allow for mechanical ventilation) the patient to ensure adequate ventilation and oxygenation—a life-saving measure. The patient was then transported to a nearby hospital to see a thoracic specialist. She has now recovered and regularly refers her patients, as well as her family, to First Choice Emergency Rooms for emergency care.
•: Accidental Poisoning. A one-year-old girl was brought to a First Choice Emergency Room after accidentally drinking toxic cleaning solution. During the three-minute drive, the young girl elevated from having no symptoms to an almost complete inability to breathe. The First Choice Emergency Room staff immediately treated the patient and the child fully recovered.

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Licensing and Accreditation

Similar to hospitals, all of our facilities are licensed pursuant to state-specific licensing requirements. Our Texas facilities are licensed as "Freestanding Emergency Medical Care Facilities" by the Texas Department of State Health Services Regulatory Licensing Unit on a bi-annual basis. Our facilities in Colorado are licensed as "Community Clinics with Emergency Centers" under the administration of the Colorado Department of Public Health and Environment, Health Facilities and Emergency Medical Services Division on an annual basis.

First Choice Emergency Rooms are accredited as an Ambulatory System by the Joint Commission. An independent, not-for-profit organization, the Joint Commission is the nation's oldest and largest standards-setting and accrediting body in healthcare. Since 1975, the Joint Commission has developed state-of-the-art standards for outpatient ambulatory care organizations. By demonstrating compliance with the Joint Commission's national standards for healthcare quality and safety, First Choice Emergency Room has earned the Joint Commission's Gold Seal of Approval. The accreditation award recognizes First Choice Emergency Room's dedication to continuously comply with the Joint Commission's state-of-the-art standards.

Risk Management

We have various committees comprised of physicians and clinical personnel that discuss and set internal policies regarding various risk management issues including safety and environment of care, infection control, pharmacy and therapeutics, quality assessment and performance improvement, peer review and chart review. The policies we establish comply with relevant state, federal and regulatory and Joint Commission requirements.

Billing and Payment

We obtain patient service revenues by collecting fees from patients, insurance companies, and other third-party payors for the professional and technical services provided in our facilities. All billing and coding is done by a centralized team. Claims are typically coded and filed within 72 hours of a patient visit. We manage the entire collections cycle up until the point that an account is written off and transferred to a third-party collection service. Our general practice, where possible, is to collect estimated co-payments at the facility. Claims are submitted electronically if the payor accepts electronic claims. We require claims submitted to third-party payors be paid within timeframes that are generally consistent with industry standard practices, which vary based upon payor type.

We receive payment for patient services from a variety of third-party payors, such as:

•: health maintenance organizations, preferred provider organizations and private commercial insurance providers; and
•: out-of-pocket payments from patients.

Charges for all services provided to insured patients are initially billed to and processed by the patients' insurance provider. We have agreements with insurance companies that provide for payments at amounts different from our established rates. Differences between established rates and those set by insurance programs, as well as charity care, employee and prompt pay adjustments, are recorded as adjustments directly to patient service revenue. Estimated uncollectible amounts from insured patients are recorded as bad debt expense in the period the services are provided. Collection of payment for services provided to patients without insurance coverage is done at the time of service.

We write off as bad debt expense uncollectible accounts receivable arising from insured patient responsibility after all collection efforts have been exhausted and we have determined such accounts will not be collected. We believe that the collections process is another opportunity to differentiate ourselves in our patient's minds. Our staff is trained to educate our patients on how the insurance company has determined the amount to pay on the claim.

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Reimbursement

First Choice Emergency Rooms are full-service emergency rooms. As such, we collect the emergency room benefits based on a patient's specific insurance plan. Consistent with billing practices at all emergency rooms and in light of the fact our facilities are open 24 hours a day, seven days a week and staffed with Board-certified physicians, we bill payors a facility fee, a professional services fee and other related fees.

Four major third-party commercial payors accounted for approximately 86.7% of our patient service revenue for the year ended December 31, 2013. The remaining 13.3% of our patient service revenue comes from other smaller third-party commercial payors, self-pay patients and workers' compensation. Commercial third-party payors include private health insurance as well as related payments from patients for deductibles and co-payments. We enter into contracts with private health insurance and other health benefit groups by granting discounts to such organizations in return for the patient volume they provide. We do not currently bill Medicare or Medicaid for the care we provide.

Our contracts are structured as either case-rate contracts or as discounts to billed charges. In a case rate contract, a set fee is assigned to visits based on acuity level. We also enter into contracts with payors based on a discount of our billed charges. There are contracted rates for both the professional component and the technical component, as well as a facility fee. Each portion of the claim is billed separately and paid based on the patient's emergency room benefits.

Self-pay consists of out-of-pocket payments for treatments by patients not otherwise covered by third-party payors.

Real Estate Development Activities

General Strategy

We own and operate First Choice Emergency Rooms, the largest network of independent freestanding emergency rooms in the United States. We have experienced rapid growth in recent periods, growing from 14 facilities at the end of 2012 to 26 facilities at the end of 2013, and to 32 facilities as of March 31, 2014. By the end of 2014, we expect to be operating 53 facilities in our target markets. We have a robust pipeline under development designed to support the addition of a similar number of facilities in 2015. We have built an internal eight person team with over 150 years of combined experience in multi-unit retail expansion strategy.

This team has developed a highly scalable business model for establishing new freestanding emergency rooms that include attractive unit economics, sophisticated data analytics to support our site-selection process, proven real estate development practices and innovative marketing programs. We have developed, and continue to refine, the databases, geographic information systems, and proprietary predictive models that enable us to evaluate the competitive landscape in a market as part of our site-selection process. This allows us to quantify and qualify the potential for new emergency room facilities within a market, and create a plan for the number and location of emergency room facilities to be developed in a given market. Our proprietary site-selection model specifically analyzes consumer preferences and habits, anticipated requirements for access to emergency care, and geographic alternatives to competing emergency care providers. The typical cost involved in opening a new freestanding facility is between $5.0 million and $6.0 million, with a typical opening timeline between 14 and 21 months, from the site-selection phase to the opening of a new facility.

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The image below depicts our typical development timeline, beginning with sites for which we have already entered into a letter of intent and/or purchase agreement:

Expansion Program

We have a robust pipeline under development designed to support the addition of a similar number of facilities in 2015. In addition, we have implemented the scalable systems necessary to effectively track and manage the acquisition, development and construction process for a multi-unit rollout program. Architects, general contractors, developers, and other vendors have been engaged and integrated into the expansion program enabling us to execute on our market development plans.

Real Estate Financing Sources

We seek to finance each facility on a stand-alone basis using various sources of financing, including cash generated by our operations, Senior Secured Credit Facility, MPT Agreement and other outside sources.

In June 2013, we entered into the MPT Agreement to fund future facility development and construction. Under the terms of the MPT Agreement, MPT will acquire parcels of land selected by us, fund the ground-up construction of new freestanding emergency room facilities and lease the facilities to us upon completion of construction. MPT is required to fund all hard and soft costs, including the project purchase price, closing costs and pursuit costs for the assets relating to the construction of up to 25 facilities with a maximum aggregate funding of $100.0 million. Each completed project will be leased for an initial term of 15 years, with three five-year renewal options. The MPT Agreement has provided the funding for two facilities that have already opened, as well 14 facilities under different phases of development. As of March 31, 2014, we had $10.4 million available under the MPT Agreement to fund future facilities.

Marketing

The evolving healthcare environment has motivated consumers to take a much more active role in how and where they receive care. Therefore, our marketing strategies focus on educating local communities on the access and patient care available at First Choice Emergency Room as a key option within the continuum of care. We have a dedicated field marketing team to foster relevant relationships

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within the community as well as engaged physicians to support medical community outreach. We sponsor and host community activities, including school fundraisers, street parties and sporting events to deepen our local involvement and encourage tours of our facilities and to deliver first-hand education of our capabilities. Additionally, we have targeted marketing campaigns for each site comprised of direct mail, radio, outdoor advertising, digital and social media.

As we open new facilities as part of our expansion strategy, our opportunity to strengthen the public's awareness of our brand and unique services will also increase. For example, our increased penetration in the Dallas/Fort Worth and Houston markets has, and will continue to, enable us to gain both local and market-wide awareness. We plan to continue these aggressive marketing plans to build community familiarity and acceptance of the services we provide.

Consumer research has helped us refine our innovative facility model to communicate emergency care and ensure an optimal patient experience. From the introductory message of a new facility, to the personalized follow-up from the staff, the marketing programs highlight the convenient access and high-quality care that differentiates First Choice Emergency Rooms. These carefully designed efforts are not only structured to increase patient volume, but also to firmly establish the First Choice Emergency Room brand and experience as an integral part of each community we serve.

Competition

We compete with other emergency care providers on the basis of proximity to the facility, quality of patient care and awareness. In each of our markets we face competition from traditional and evolving medical providers, including other freestanding emergency rooms, both independent and hospital affiliated. Independent freestanding emergency room competitors include: Elite Care, ER Centers of America, Neighbors Emergency Center, PhysiciansER and Texas Emergency Care Center. Given our 24/7 operating hours and ability to handle high-acuity needs, instead of competing with community medical practices and urgent care clinics, we believe we complement them. Many of our sites work closely with nearby urgent care facilities to ensure the most appropriate patient care for the community. In February 2013 we formed a relationship with the Concentra urgent care clinics in the Dallas/Fort Worth market, whereby we are able to refer workers' compensation patients to Concentra when follow-up, non-emergent, care is needed. We are more than twice the size of our next largest independent freestanding emergency room competitor. While the competition is typically defined by the patient's proximity to each site, we are gaining an advantage through our expanding scope and resultant brand awareness. In addition to our size, we believe the quality of our care, the clinical staff and the patient word-of-mouth will allow us to effectively compete with new entrants into the category.

Government Regulation

The healthcare industry is subject to extensive regulation by federal, state and local governments. Government regulation affects our business by controlling growth, requiring licensing or certification of facilities, regulating how facilities are used and controlling payment for services provided. Our ability to conduct our business and to operate profitably will depend in part upon obtaining and maintaining all necessary licenses and other approvals, and complying with applicable healthcare laws and regulations. See "Risk Factors—Risks Related To Healthcare Regulation."

State Laws Regarding Prohibition of Corporate Practice of Medicine and Fee Splitting Arrangements

The laws and regulations relating to our operations vary from state to state and approximately 30 states prohibit general business corporations from practicing medicine or controlling physicians' medical decisions. We believe that we and our physician practice management service relationships with professional entities are in substantial compliance with state laws prohibiting the corporate practice of

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medicine including Colorado, Arizona and Texas. However, regulatory authorities or other parties, including our affiliated physicians, may attempt to assert that, despite these arrangements, we are impermissibly engaged in the practice of medicine or that our contractual arrangements with affiliated physician groups constitute unlawful fee-splitting. In this event, we could be subject to adverse judicial or administrative interpretations, to civil or criminal penalties, our contracts could be found legally invalid and unenforceable or we could be required to restructure our contractual arrangements with our affiliated physicians and physician groups.

Of note, the vast majority of our freestanding emergency room facilities are located in Texas. Texas has a fairly robust corporate practice of medicine doctrine. Texas prohibits corporations from employing physicians and receiving money for professional services rendered by the physicians. However, professional associations and professional limited liability companies may employ physicians so long as the owners of such entities are physicians licensed under Texas law. Similarly, there are certain organizations organized under the Texas Non-Profit Corporation Act that receive certification from the Texas State Board of Medical Examiners to allow ownership in physician organizations by non-physicians. We believe that we are in compliance with the corporate practice of medicine restrictions in Texas. The physicians who provide services at our Texas facilities are employed by Conjugate, a professional limited liability company owned and operated by our Executive Medical Director. Conjugate makes certain payments to us for billing, collection, administrative and other services through a management services agreement. Other private individuals, the Texas Medical Board, the Texas Attorney General or other healthcare providers may attempt to assert that, despite these arrangements, we are impermissibly engaged in the practice of medicine or that our contractual arrangements with affiliated physician groups constitute unlawful fee-splitting. In this event, we could be subject to adverse judicial or administrative interpretations, to civil or criminal penalties, our contracts could be found legally invalid and unenforceable or we could be required to restructure our contractual arrangements with our affiliated physicians and physician groups.

State Statutes and Regulations Regarding our Operations

Our operating freestanding emergency room facilities in Texas and Colorado, and our planned facility in Arizona, are subject to many laws and regulations, particularly at the state and local government levels. These laws and regulations require our freestanding emergency rooms to meet various licensing, certification and other requirements. See "Risk Factors—Risks Related To Healthcare Regulation."

New regulation of our facilities is also possible, which could force us to change our operational approach or lead to a finding by governmental actors that our facilities are out of legal compliance.

State Law Regulation of Construction, Acquisition or Expansion of Emergency Rooms

In addition, additional state legislation restricting our ability to obtain licensure for new facilities may be enacted. Such licensure challenges may have a material impact on our growth projections and expansion plans.

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Laws and Rules Regarding Billing

The majority of our services are paid for by private third-party payors. These third-party payors typically have differing and complex billing and documentation requirements that we must meet in order to receive payment for our services. See "Risk Factors—Risks Related To Healthcare Regulation."

We must also comply with numerous other state and federal laws applicable to our documentation and the claims we submit for payment. Private third-party payors carefully audit and monitor our compliance with these and other applicable rules. Our failure to comply with the billing and other rules applicable to us could result in non-payment for services rendered or refunds of amounts previously paid for such services. In addition, non-compliance with these rules may cause us to incur civil and criminal penalties, including fines, imprisonment and exclusion from government healthcare programs, under a number of state and federal laws. See "Risk Factors—Risks Related to Healthcare Regulation."

Privacy and Security Laws

HIPAA required HHS to adopt standards to protect the privacy and security of certain health-related information. The HIPAA privacy regulations contain detailed requirements concerning the use and disclosure of individually identifiable health information and the grant of certain rights to patients with respect to such information by "covered entities." As a provider of healthcare who conducts certain electronic transactions, each of our facilities is considered a covered entity under HIPAA. In addition to the privacy requirements, HIPAA covered entities must implement certain administrative, physical, and technical security standards to protect the integrity, confidentiality and availability of certain electronic health information received, maintained, or transmitted by covered entities or their business associates. We have taken actions in an effort to be in compliance with these privacy and security regulations and believe that we are in substantial compliance. Ongoing implementation and oversight of privacy security measures involves significant time, effort and expense. A security incident that bypasses our information security systems causing an information security breach, loss of protected health information or other data subject to privacy laws or a material disruption of our operational systems could result in a material adverse impact on our business, along with fines.

States may impose more protective privacy restrictions in laws related to health information and may afford individuals a private right of action with respect to the violation of such laws. We are subject to any federal or state privacy-related laws that are more restrictive than the privacy regulations issued under HIPAA. In addition, states may also impose restrictions related to the confidentiality of personal information that is not considered "protected health information" under HIPAA. If we fail to comply with HIPAA or similar state laws, we could incur substantial monetary penalties. See "Risk Factors—Risks Related to Healthcare Regulation."

Licensing, Certification, Accreditation and Related Laws and Guidelines

We and our affiliated physicians are subject to various federal, state and local licensing and certification laws and regulations and accreditation standards and other laws relating to, among other things, the adequacy of medical care, equipment, personnel, operating policies and procedures and state mandated services and service limitations. We are also subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensing and accreditations. We must be in compliance in order to maintain authorization to provide, or receive payment for, our services. Compliance with these requirements is complicated by the fact that they differ from jurisdiction to jurisdiction, and in some cases are not uniformly applied or interpreted even within the same jurisdiction. Failure to comply with these requirements can lead not only to delays in payment and refund requests, but in extreme cases can give rise to civil or criminal penalties.

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In certain jurisdictions, changes in our ownership structure require pre- or post-notification to governmental licensing and certification agencies, or agencies with which we have contracts. Relevant laws in some jurisdictions may also require re-application or re-enrollment and approval to maintain or renew our licensure, certification, contracts or other operating authority. Our changes in corporate structure and ownership involving changes in our beneficial ownership required us in some instances to give notice, re-enroll or make other applications for authority to continue operating in various jurisdictions or to begin to receive payment from government payment programs. The extent of such notices and filings may vary in each jurisdiction in which we operate, although those regulatory entities requiring notification generally request factual information regarding the new corporate structure and new ownership composition of the operating entities that hold the applicable licensing and certification.

We have made consistent efforts to substantially comply with these requirements, yet the agencies that administer these programs or have awarded us contracts may find that we have failed to comply in some material respects. A finding of non-compliance and any resulting payment delays, refund demands or other sanctions could have a material adverse effect on our business, financial condition or results of operations.

Further, if we pursued any expansion in new states or participation in the Medicare or Medicaid programs for any of our facilities in the future, we would face additional certification requirements and a survey process. Our current accreditation from the Joint Commission as freestanding emergency room facilities does not guarantee that our facilities would meet the Joint Commission hospital standards or Medicare conditions of participation or Medicaid requirements for hospitals.

Health Reform Initiatives

There have been numerous legislative and regulatory initiatives on the federal and state levels for comprehensive reforms affecting the payment for and availability of healthcare services. In March 2010, the President signed PPACA into law, which made major changes in how healthcare is delivered and reimbursed, and increased access to health insurance benefits to the uninsured and underinsured population of the United States. As part of healthcare reform legislation, the Reconciliation Act was signed into law on March 30, 2010, making some limited but important changes to PPACA. PPACA includes a number of provisions that will directly affect our facilities. See "Risk Factors—Risks Related to Healthcare Regulation."

PPACA represents significant change to the healthcare industry. PPACA includes provisions designed to change how healthcare services are covered, delivered and reimbursed through, among other things, expanded coverage of uninsured individuals, reduced growth in Medicare program spending and the establishment of programs where reimbursement is tied to quality. PPACA also reforms certain aspects of health insurance, expands existing efforts to tie Medicare and Medicaid payments to performance and quality, and contains provisions intended to strengthen fraud and abuse enforcement.

PPACA and other changes in the healthcare industry may adversely affect our business model and revenue. However, because of the continued uncertainty about the implementation of PPACA, we cannot quantify or predict with any certainty the likely impact of PPACA on our business model, financial condition or results of operation.

In each market where we operate, there are hospitals and health systems that compete with us. These hospitals and health systems have powerful and effective lobbying groups to help effectuate changes to state and federal legislation that would otherwise have a negative impact on their operations. As competitors of these entities, we may not receive the benefit of their lobbying efforts and in some circumstances may be negatively impacted by their efforts.

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Federal False Claims Act

The Federal government is authorized to impose criminal, civil and administrative penalties on any person or entity that files a false claim for payment from the Medicare or Medicaid programs. False claims filed with private insurers can also lead to criminal and civil penalties. While the criminal statutes are generally reserved for instances of fraudulent intent, the government applies criminal, civil and administrative penalty statutes to a range of circumstances, including coding errors, billing for services not provided, submitting false cost reports, submitting claims resulting from arrangements prohibited by the Stark Law or the Anti-Kickback Statute, billing for services not rendered in compliance with complex Medicare and Medicaid regulations and guidance, misrepresenting services rendered (e.g., miscoding, upcoding, etc.) and application for duplicate reimbursement. See "Risk Factors—Risks Related to Healthcare Regulation."

Fair Debt Collection Practices Act

Some of our operations may be subject to compliance with certain provisions of the Fair Debt Collection Practices Act and comparable statutes in many states. Under the Fair Debt Collection Practices Act, a third party collection company is restricted in the methods it uses to contact consumer debtors and elicit payments with respect to placed accounts. Requirements under state collection agency statutes vary, with most requiring compliance similar to that required under the Fair Debt Collection Practices Act. We believe we are in substantial compliance with the Fair Debt Collection Practices Act and comparable state statutes where applicable.

Healthcare Fraud and Abuse Laws

In the event we choose to participate in the Medicare, Medicaid or Tricare program, we would become directly subject to certain federal laws, including without limitation, the Anti-Kickback Statute and the Stark Law.

The Anti-Kickback Statute prohibits the knowing and willful offer, payment, solicitation or receipt of remuneration, directly or indirectly, in return for the referral of patients or arranging for the referral of patients, or in return for the recommendation, arrangement, purchase, lease or order of items or services that are covered, in whole or in part, by a federal healthcare program such as Medicare or Medicaid. Many states such as Texas and Arizona have adopted similar prohibitions against kickbacks as the Anti-Kickback Statute. See "Risk Factors—Risks Related to Healthcare Regulation."

The Stark Law prohibits a physician from referring a patient to a healthcare provider for certain designated health services reimbursable by Medicare if the physician (or close family members) has a financial relationship with that provider, including an investment interest, a loan or debt relationship or a compensation relationship. Some states, including Texas and Colorado, have self-referral laws similar to Stark Law for Medicaid claims (and commercial claims). Some states also have other healthcare fraud and abuse laws with various reasons for violations. See "Risk Factors—Risks Related to Healthcare Regulation."

HIPAA Transactions and Code Sets Standards

HIPAA and its implementing regulations establish electronic data transmission standards that all healthcare providers must use for certain electronic healthcare transactions, such as submitting claims for payment for medical services. PPACA requires the adoption of standards for additional electronic transactions and provides for the creation of operating rules to promote uniformity in the implementation of each standardized electronic transaction. Under HIPAA, HHS has also published a final rule requiring the use or updated standard code sets for certain diagnoses and procedures known as ICD-10 code sets. Use of the ICD-10 code sets is required beginning October 1, 2014. It is possible

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that our facilities could experience disruptions or delays in payment due to the implementation of new electronic data transmission standards and the transition to ICD-10 code sets.

Regulatory Compliance Program

It is our policy to conduct our business with integrity and in compliance with the law. We have in place, and continue to enhance, a company-wide compliance program, entitled "Remedy", that focuses on all areas of regulatory compliance including billing, reimbursement, cost reporting practices and contractual arrangements with referral sources. We have specific corporate policies relating to sexual harassment, ethics, diversity and HIPAA, among others. We have structured our health and welfare plans to be ERISA-compliant.

We have mechanisms in place to ensure compliance across every aspect of our organization including, but not limited to, the following:

Human Resources

All prospective employees that are offered employment must pass a rigorous background check and drug screen. New employee training and orientation focuses on compliance with company policies related to HIPAA, ethical conduct, sexual harassment and diversity. We mandate that all employees sign our Code of Conduct on an annual basis. All employees are encouraged to report any compliance concerns of any nature to the Chief Compliance Officer through our confidential toll-free hotline or web portal. We mandate that all reported concerns be investigated by the Chief Compliance Officer and reported to the board of directors on a quarterly basis.

Billing

We have a third party that conducts quarterly audits of a random selection of our patient charts. We also employ a certified hospital outpatient coder to comply with ACEP guidelines. In addition, we conduct a thorough overview of all charges to match vendor charges to claims. When we discover an improper claim or overpayment to a third-party vendor, it is our practice to disclose the issue to the affected third-party payor and to refund any resulting overpayments. See "Risk Factors—Risks Related to Healthcare Regulation—Our facilities, billing practices, relationships with healthcare providers and third parties, and our marketing practices may become subject to the Anti-Kickback Statute, Stark Law, False Claims Act and similar state laws."

Occupational Safety

Our corporate radiation safety officers are hired to ensure that all radiology equipment meets applicable regulatory requirements. All of our radiology technologists are required to wear badges that monitor their exposure to radiology, and these results are sent to applicable authorities.

Properties

Our executive and administrative offices are located in Lewisville, Texas. These offices contain approximately 80,000 square feet of space. We believe these offices are adequate for our current primary needs.

Our emergency care facilities typically range in size from approximately 6,000 to 7,000 square feet. As of March 31, 2014 we provided emergency care in 30 facilities in Texas and two facilities in Colorado. We own the real estate on which one of our facilities is located. We lease land and space at 31 locations. These leases expire at various dates between August 31, 2014 and December 31, 2029 and all but three of these leases have one or more renewal options of between five and seven years. We consider all of our offices and facilities to be well-suited to our present requirements. However, as we

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expand to additional facilities, or where additional capacity is necessary in a facility, additional space will be obtained where feasible.

The following list summarizes the number of facilities operated in each city's metropolitan area as of March 31, 2014:

Location		Number of Facilities

Dallas/Fort Worth		14
Houston		13
Austin		2
San Antonio		1


Texas		30
Colorado Springs		1
Denver		1


Colorado		2


Total		32

Seasonality

Intellectual Property

Some of our service marks and logos may be subject to intellectual property rights. We do not hold any patents. To date, we have not relied heavily on patents or other intellectual property in operating our business. Nevertheless, some of the information technology purchased or used by us may be patented or subject to other intellectual property rights. As a result, we may be found to be, or actions may be brought against us alleging that we are, infringing on the trademark, patent or other intellectual property rights of others, which could give rise to substantial claims against us. In the future, we may wish to obtain or develop trademarks, patents or other intellectual property. However, other practices and public entities, including universities, may have filed applications for (or have been issued) trademarks, patents or other intellectual property rights that may be the same as or similar to those developed or otherwise obtained by us or that we may need in the development of our own intellectual property. The scope and validity of such trademark, patent and other intellectual property rights, the extent to which we may wish or need to acquire such rights and the cost or availability of such rights are presently unknown. In addition, we cannot provide assurance that others will not obtain access to our intellectual property or independently develop the same or similar intellectual property to that developed or otherwise obtained by us.

Employees

As of March 31, 2014, we had 993 employees, of which 307 are nurses, and 263 are radiology technologists. Further, we reimburse our employees for the cost of certification exams, which promotes professional development. We believe that our relations with our employees are good. None of our

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employees are subject to any collective bargaining agreement. We enter into direct independent contractor agreements with our physicians and they do not hold ownership interests in our operations.

Insurance

We maintain liability insurance in amounts that we believe are appropriate for our operations. Currently, we maintain professional and general liability insurance coverage for us and our facilities on a claims-made basis of $1.0 million per occurrence and $3.0 million in annual aggregate coverage per facility. We also maintain umbrella liability insurance in the aggregate amount of $10.0 million. We also currently maintain property damage insurance with a maximum coverage of $60 million and other types of insurance coverage we believe to be consistent with industry practice. Coverage under certain of these policies is contingent upon the policy being in effect when a claim is made regardless of when the events that caused the claim occurred. The cost and availability of such coverage has varied widely in recent years.

We are insured for worker's compensation claims up to $1.0 million per claim and per employee with a policy limit of $1.0 million. We submit periodic payments to our insurance broker based upon estimated payroll. We believe that our insurance policies are adequate in amount and coverage for our current and anticipated operations based on both management judgment and external benchmarks.

As of March 31, 2014, our professional liability insurance coverage was $20 million.

Legal Proceedings

We are involved from time to time in legal and regulatory proceedings concerning matters that arise in the ordinary course of our business. An adverse result in governmental investigations, private lawsuits or other legal proceedings could have a material adverse effect on our financial position. To the best of our knowledge, we are not currently the subject of any material investigation, private lawsuit or other legal proceeding.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth the names, ages, positions and certain other information of the members of our board of directors and executive officers as of the consummation of this offering.

Name		Position

Thomas S. Hall	53	President and Chief Executive Officer, Director
Graham B. Cherrington	51	Chief Operating Officer
Timothy L. Fielding	53	Treasurer and Chief Financial Officer
Andrew Jordan	51	Chief Marketing Officer
Traci Bowen	51	Vice President of Human Resources
James Muzzarelli	48	Executive Medical Director
Richard Covert	46	Chairman of the Board
Daniel W. Rosenberg	48	Director
Gregory W. Scott	60	Director
Ronald L. Taylor	70	Director
Jeffery S. Vender	65	Director
Daniel J. Hosler	35	Director
Steven V. Napolitano	53	Director

The following is a biographical summary of the experience of our directors and executive officers as of the consummation of this offering.

Thomas S. Hall became the President and Chief Executive Officer of the Company in 2012. In addition, Mr. Hall has also served as a member of our board of directors since joining the Company in 2012. Prior to joining the Company, Mr. Hall was Chairman of the board of directors, President and Chief Executive Officer of NovaMed, Inc., from 2005 to 2011, board member, President and Chief Operating Officer of Matria Healthcare, Inc., from 2002 to 2005, and President of ADP Total Source, from 1997 to 1999. Mr. Hall holds a bachelor's degree in business from Goshen College, as well as a master's degree in business administration from Clarkson University. Mr. Hall was selected to serve on our board of directors because of the perspective and experience he brings as our President and Chief Executive Officer and his extensive background and leadership in the healthcare industry.

Graham B. Cherrington became the Chief Operating Officer of the Company in 2012. Prior to joining the Company, Mr. Cherrington was Chief Operating Officer of WellNow Urgent Care, a private equity backed start-up, from its inception in 2011 to 2012, Executive Vice President of Operations of NovaMed, Inc., from 2007 to 2011, and Senior Vice President of Operations of Matria Healthcare, Inc., from November 2002 to March 2007. In addition Mr. Cherrington has served in various operating and business development roles with leading financial services and healthcare companies, including RISCORP, Inc., PepsiCo, and Accenture. Mr. Cherrington holds a bachelor's degree in business administration from University of Illinois, as well as a master's degree in business administration, with a concentration in finance, from University of Florida.

Timothy L. Fielding became the Chief Financial Officer of the Company in 2013. Prior to joining the Company, Mr. Fielding was Chief Financial Officer of Pacific Interpreters, Inc., from 2012 to 2013, Chief Financial Officer of Solis Women's Health, from 2010 to 2012, and Chief Financial Officer of Snelling Staffing, from 2008 to 2010. Previously, Mr. Fielding was the Chief Accounting Officer of Wyndham International, from 2005 to 2006, and Senior Manager of KPMG LLP, from 1988 to 1993. Mr. Fielding holds a bachelor's degree in business administration from Sam Houston State University, as well as a master's degree in accounting from Sam Houston State University.

Andrew Jordan became the Chief Marketing Officer of the Company in June 2012. Prior to joining the Company, Mr. Jordan was a marketing consultant through a company he founded, from 2010 to 2012 and from 2005 to 2007. Mr. Jordan previously was a Senior Vice President of Marketing for

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T.G.I. Friday's, Inc., from 2007 to 2009, Chief Marketing Officer of Wyndham International, from 1998 to 2005, and President of Club Med, from 1996 to 1998. Mr. Jordan has was also a Grand Brand Manager for The Coca-Cola Company, as well as working at various advertising agencies in New York. Mr. Jordan holds a bachelor's degree in advertising from University of Texas, as well as a master's degree in business administration from New York University.

Traci Bowen became the Vice President of Human Resources of the Company in 2011. Prior to joining the Company, Ms. Bowen was Vice President of Cochlear Americas, a division of Cochlear Ltd., from 2005 to 2011, and Director of Human Resources for the Broadcast Communications Division of the Harris Corporation, from 1999 to 2005. Ms. Bowen previously served on the board of directors of the Colorado Visiting Nurse Association. Ms. Bowen holds a bachelor's degree in business administration from Texas A&M University.

James Muzzarelli became the Executive Medical Director of the Company in 2012. In addition, Mr. Muzzarelli has also served as President of Conjugate Health PLLC, an affiliate of the Company, since 2012. Prior to assuming his current role, Mr. Muzzarelli was Facility Medical Director of the Company from 2005 to 2011. Prior to joining the Company, Mr. Muzzarelli was Facility Medical Director of Flower Mound Emergency Care, in 2004, and Attending Emergency Room Physician for Medical Center of Lewisville, from 2001 to 2004. Mr. Muzzarelli also served as a member and officer in the Medical and Dental Preparatory Association of UTA. Mr. Muzzarelli holds a bachelor's degree in Biology from University of Texas at Arlington, as well as a doctor of medicine degree from University of Texas Southwestern Medical Center.

Richard Covert became the Chairman of the board of directors of the Company in 2012. Prior to assuming his current role, Mr. Covert, a Co-Founder of the Company, was Chief Executive Officer of First Choice ER, LLC, from 2006 to 2012. Mr. Covert led First Choice ER, LLC to seven straight years on the Southern Methodist University and the Dallas Business Journal's 100 fastest-growing private companies in the Dallas/Fort Worth area, as well as two years on the Inc.'s list of the Top 500/5000 fastest growing companies in the country. Prior to co-founding the Company, Mr. Covert spent 15 years in the financial services industry, including 3 years running legislative and regulatory activity for the American Financial Services Association, a national trade association based in Washington, D.C., one year overseeing government affairs activity in the southeastern United States with The Associates, and 10 years overseeing government relations activity for all 50 states and internationally with Wells Fargo & Co. Mr. Covert has also served on numerous state trade association boards over his 15 years of experience in the financial services industry. In addition, Mr. Covert currently serves on the Advisory Board for Equity Estates Fund II and serves in an advisory capacity for IdeaCage, a company he helped establish in 2012. Mr. Covert holds a bachelor's degree in banking and finance and a master's degree in business administration from Stetson University.

Daniel W. Rosenberg became a director of the Company in 2011 and has been a Managing Director of Sterling Partners since 2006. Mr. Rosenberg is a member of Sterling's Investment Committee and co-heads the firm's healthcare practice. Mr. Rosenberg currently serves on the boards of directors of the Meritas Family of Schools and The SAVO Group, and previously served on the boards of Centerre Healthcare, Cognitive Concepts, Foundations Recovery Network, KidsCare Dental and SterilMed. Prior to joining Sterling, Mr. Rosenberg worked at Vector Securities International and Heitman Financial. Mr. Rosenberg is a founding member, former Chairman and board member of the Illinois Venture Capital Association. Mr. Rosenberg holds a bachelor's degree from Duke University, as well as a master's degree in business administration from the Kellogg Graduate School of Management. Mr. Rosenberg was selected to serve on our board of directors because of his investment expertise, healthcare industry experience and experience as a member of the board of directors of other companies.

Gregory W. Scott became a director of the Company in 2013. Prior to joining the Company, Mr. Scott was Co-President of Universal American Corporation, from 2012 to 2013, Chairman and

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Chief Executive Officer of APS Healthcare, from 2007 to 2012, and Executive Vice President and Chief Financial Officer of PacifiCare Health Systems, from 2001 to 2006. Mr. Scott currently serves as a member of the board of directors of Sheridan Healthcare and as Chairman of its Audit Committee, as well as serving as Chairman of the board of directors of the National Kidney Foundation. Mr. Scott holds a bachelor's degree in mathematical economics from Colgate University, as well as a master's degree in business administration from the University of Michigan. Mr. Scott was selected to serve on our board of directors because of his extensive healthcare industry expertise and experience as a member of the board of directors of other companies.

Ronald L. Taylor became a director of the Company in 2012. Prior to joining the Company, Mr. Taylor co-founded and was Chief Executive Officer of DeVry Education Group. In 1973, Mr. Taylor co-founded the Keller Graduate School of Management and was its President and Chief Operating Officer from 1981 to 1987, and from 1973 to 1981. Since 2006, Mr. Taylor has served as a senior advisor to DeVry, and currently serves on their board of directors, was well serving on the board of directors of Ross University Medical School. Mr. Taylor also serves on the board of directors of Fusion Education Group. Mr. Taylor also serves on the board of directors of Higher Learning Commission and is a member of the board of trustees of the North Central Colleges and Schools. Mr. Taylor holds a bachelor's degree in government and international studies from Harvard University, as well as a master's degree in business administration from Stanford University. Mr. Taylor was selected to serve on our board of directors because of his extensive leadership experience and his experience as a member of the board of directors of other companies.

Jeffery S. Vender became a director of the Company in 2011. Prior to joining the Company, Dr. Vender served as the President of the Illinois Society of Anesthesiologists from 1994 to 1995 and the American Society of Critical Care Anesthesiologists from 1992 to 1993. Since 2000, Dr. Vender has served as the Harris Family Foundation Chairman of Anesthesiology at NorthShore University HealthSystem and is a Clinical Professor of Anesthesiology at University of Chicago Pritzker School of Medicine. Dr. Vender also presently serves on the board of directors of NorthShore University HealthSystem and the Wirtz Corporation. Further, Dr. Vender serves as the Chair of the Medical Executive Committee of NorthShore University HealthSystem. Dr. Vender was previously on the board of directors of Reagents of the American College of Chest Physicians and the board of directors of Deltex Medical Group. Dr. Vender holds a bachelor's degree from Northwestern University, a doctor of medicine degree from Northwestern University Medical School as well as a master's degree in business administration from the Kellogg Graduate School of Management, where he served as Chair of the Kellogg Alumni Advisory Board. Dr. Vender was selected to serve on our board of directors because of his extensive healthcare industry expertise and his experience as a member of the board of directors of other companies.

Daniel J. Hosler became a director of the Company in 2011 and has been a Principal of Sterling Partners since 2011. Mr. Hosler previously was Vice President of Sterling Partners from 2006 to 2011. Prior to joining the Company, Mr. Hosler was Co-Founder of Microganics LLC, from 2002 to 2006, Vice President of Product Technology Marketing at the Activ Group, from 2000 to 2002, and was the founder and President of Web and Computer Technologies, from 1997 to 2002. Mr. Hosler currently serves on the board of directors of KidsCare Dental, The SAVO Group, and Q-Centrix, and previously served on the board of directors of Avectra, Centerre Healthcare, Microdermis Corporation, Pacific Interpreters, Rittenhouse Senior Living, SterilMed, and SusieCakes. While at these companies, Mr. Hosler also served as a member of the audit committee, finance committee, compensation committee, and nominating committee of the board of directors. Mr. Hosler holds a bachelor's degree in Biochemistry from Rice University, as well as a master's degree in business administration from the Kellogg Graduate School of Management. Mr. Hosler was selected to serve on our board of directors because of his investment expertise and experience as a member of the board of directors of other companies.

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Steven V. Napolitano became a director of the Company in 2014. Mr. Napolitano is a partner in the law firm of DLA Piper LLP (US) where he has practiced since 2007. Mr. Napolitano is the co-chair of the firm's U.S. private equity group. Mr. Napolitano was a member of the board of directors for NovaMed, Inc., from 1997 to 2011. Prior to joining DLA Piper, Mr. Napolitano was a partner in the law firm of Winston & Strawn LLP, from 1997 to 2007. Mr. Napolitano was a senior partner in the law firm of Katten Muchin Rosenman LLP, from 1995 to 1997. Mr. Napolitano holds a bachelor's degree in Economics from the University of Notre Dame, as well as a Juris Doctor from the Boston University School of Law. Mr. Napolitano was selected to serve on our board of directors because of his extensive legal and leadership experience and his experience as a member of the board of directors of NovaMed, Inc.

Composition of the Board of Directors

Our board of directors currently consists of members, with serving as chair. Our independent directors are .

Our board of directors will have discretion to determine the size of the board of directors. Our directors will be elected at each year's annual meeting of stockholders and vacancies may be filled by our board of directors.

Upon completion of this offering, as a result of the combined voting power of the Existing Owners of more than 50% of the voting power for the election of directors, we will qualify as a "controlled company" and intend to rely upon certain of the exemptions available to a "controlled company" under NYSE standards that would exempt us from the obligation to comply with certain corporate governance requirements, including the requirements:

•: that, within one year of the date of the listing of our Class A common stock, a majority of our board of directors consists of "independent directors," as defined under NYSE rules;
•: that we have a compensation committee composed entirely of independent directors; and
•: that we have a corporate governance and nominating committee with a written charter addressing the committee's purpose and responsibilities that is composed entirely of independent directors.

As a result, you would not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

Board Committees

Our board of directors will establish an audit committee, a compensation committee and a corporate governance and nominating committee prior to the completion of this offering. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Upon the completion of this offering, our audit committee will consist of , with serving as chair. Our audit committee will be responsible for, among other things:

•: selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors;
•: assisting the board of directors in evaluating the qualifications, performance and independence of our independent auditors;
•: assisting the board of directors in monitoring the quality and integrity of our financial statements and our accounting and financial reporting;

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•: assisting the board of directors in monitoring our compliance with legal and regulatory requirements;
•: reviewing the adequacy and effectiveness of our internal control over financial reporting processes;
•: assisting the board of directors in monitoring the performance of our internal audit function;
•: reviewing with management and our independent auditors our annual and quarterly financial statements;
•: establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
•: preparing the audit committee report that the SEC requires in our annual proxy statement; and
•: reviewing related-party transactions.

SEC and NYSE rules require us to have one independent audit committee member upon the listing of our Class A common stock on the NYSE, a majority of independent committee members within 90 days of the effective date of the registration statement and all independent audit committee members within one year of the effective date of the registration statement.

Compensation Committee

Upon completion of this offering, our compensation committee will consist of , with serving as chair. The compensation committee will be responsible for, among other things:

•: reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO's performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board of directors), determining and approving our CEO's compensation level based on such evaluation;
•: reviewing and approving, or making recommendations to the board of directors with respect to, the compensation of our other executive officers, including annual base salary, bonus, equity-based incentives and other benefits;
•: reviewing and recommending the compensation of our directors;
•: preparing the compensation committee report required by the SEC to be included in our annual proxy statement; and
•: reviewing and making recommendations with respect to our equity compensation plans.

Corporate Governance and Nominating Committee

Upon completion of this offering, our corporate governance and nominating committee will consist of , with serving as chair. The corporate governance and nominating committee is responsible for, among other things:

•: assisting our board of directors in identifying prospective director nominees and recommending nominees to the board of directors;
•: overseeing the evaluation of the board of directors and management;
•: reviewing developments in corporate governance practices and developing and recommending a set of corporate governance guidelines; and
•: recommending members for each committee of our board of directors.

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Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Code of Ethics

We will adopt a new Code of Business Conduct and Ethics that applies to all of our officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which will be posted on our Internet website on the " " link to the " " page. Our Code of Business Conduct and Ethics is a "code of ethics," as defined in Item 406(b) of Regulation S-K. The information contained on, or accessible from, our website is not part of this prospectus by reference or otherwise. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.

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EXECUTIVE COMPENSATION

Introduction

Our executive compensation plan is designed to attract and retain individuals with the qualifications to manage and lead our company, as well as to motivate them to develop professionally and contribute to the achievement of our financial goals and ultimately create and grow our equity value.

Our named executive officers for 2013 are:

•: Thomas S. Hall, our President and Chief Executive Officer;
•: Graham B. Cherrington, our Chief Operating Officer; and
•: Timothy L. Fielding, our Treasurer and Chief Financial Officer.

Summary Compensation Table

The following table provides summary information concerning compensation of our named executive officers for the year ended December 31, 2013.

Name and Principal Position		Salary(1) ($)			Non-Equity Incentive Plan Compensation(3) ($)		All Other Compensation(4) ($)		Total ($)

Thomas S. Hall	2013	$	565,000	—	$	423,750	$	64,329	$	1,053,079
(President and Chief Executive Officer)
Graham B. Cherrington	2013		275,000	—		137,500		11,500		424,000
(Chief Operating Officer)
Timothy L. Fielding	2013		207,534	798,764		103,767		4,087		1,114,152
(Treasurer and Chief Financial Officer)

(1): Amounts represent the named executive officer's base salary earned during the fiscal year covered. Mr. Fielding's salary earned in fiscal 2013 reflects that portion of his annual base salary earned from February 2013 when he joined the Company as its Chief Financial Officer.
(2): Amount represents the aggregate grant date fair value of incentive units computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or Topic 718. The assumptions made in the valuation are found in Note 13 to our December 31, 2013 audited consolidated financial statements included elsewhere in this prospectus. A portion of the units granted in 2013 vest under certain performance conditions, which are not currently deemed probable of occurring, and, therefore, have not been included in the table above. The unrecognized value of these awards assuming the highest level of performance conditions would be achieved was $81,070 for Mr. Fielding.
(3): Amounts represent payments made by the Company in March 2014 for services performed and performance measure satisfied during 2013. See "—Narrative Disclosure to Summary Compensation Table—Non-Equity Incentive Plan Compensation."
(4): Amounts include expenses for commuting by airplane for Mr. Hall.

Narrative Disclosure to Summary Compensation Table

Senior Management Agreements

Each of Messrs. Hall, Cherrington, and Fielding entered into an employment agreement with us, as of March 12, 2012, May 29, 2012 and January 16, 2013, respectively, governing the terms of their employment with us. The terms of these agreements are substantially the same but for differences in

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title, role, compensation and severance. The employment agreements provide for employment "at will," at an initial base salary of $565,000, $275,000, and $250,000 per year, for Messrs. Hall, Cherrington, and Fielding, respectively. In addition, Mr. Hall's base salary is subject to increase (but not decrease) from time to time by our board of directors and Messrs. Hall and Cherrington are entitled to certain relocation benefits set forth in their respective agreements. The employment agreements also provide for eligibility to receive an annual incentive bonus of up to a percentage of the executive's base salary (for Mr. Hall, 75%, and for Messrs. Cherrington and Fielding, 50%) subject to achievement of goals established by our board of directors, eligibility to receive equity-based compensation, payment of severance following certain terminations of employment and post-termination restrictive covenants. See "—Termination and Change in Control Provisions."

Non-Equity Incentive Plan Compensation

Pursuant to the employment arrangements discussed above, each named executive officer is eligible to receive an annual incentive bonus of up to a percentage of the executive's base salary (for Mr. Hall, 75%, and for Messrs. Cherrington and Fielding, 50%) subject to achievement of goals based on Adjusted EBITDA established annually at the start of each fiscal year by our board of directors. We define Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, further adjusted to eliminate the impact of certain additional items, including certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance from period to period.

For service in the 2013 fiscal year, our board of directors established a goal for the non-equity incentive plan compensation of our named executive officers in January 2013 based on Adjusted EBITDA. In March 2014, our compensation committee determined that the Company's actual Adjusted EBITDA performance during 2013 met the previously established goal, and accordingly, approved the maximum non-equity compensation plan amounts permitted under each named executive officer's employment agreement (including a pro rata portion for Mr. Fielding due to his February 2013 start date), as disclosed above in the Summary Compensation Table.

Equity Awards

Our named executive officers received incentive units in our company in 2012 and 2013, which are intended to be profits interests for U.S. tax purposes, meaning the named executive officers participate in the appreciation in value of the incentive units from and after the applicable date of grant.

The incentive units are subject to time-based and performance-based vesting conditions. 80% of the incentive units (or, in the case of Mr. Fielding, 75% of the incentive units) granted to each named executive officer vest with the passage of time, or time-based vesting units. Of the time-based vesting-units, subject to the holder's continued employment through the applicable vesting date, 25% vest on the initial vesting date (March 12, 2013 for Mr. Hall, March 1, 2014 for Mr. Fielding and May 29, 2013 for Mr. Cherrington) and the remaining 75% become vested ratably on a quarterly basis during the three-year period following the initial vesting date. The time-based vesting units will become fully vested on an accelerated basis upon a sale of our company, although the consideration payable in respect of 50% of the incentive units that vest in connection with such sale are subject to forfeiture if the executive's employment is terminated for "cause" or if the executive voluntarily quits within six months of such sale. The remaining 20% of the incentive units (or in the case of Mr. Fielding, 25% of the incentive units) are performance-based vesting units that vest on a sale of our company, provided that an affiliate of our Sponsor receives five times its invested capital in our company in connection with such sale.

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Vested incentive units are subject to repurchase by the Company upon a termination of employment for any reason or a breach of any restrictive covenants applicable to the executive.

On May 28, 2013, Mr. Fielding received a grant of 633 time-based vesting units and 211 performance-based vesting units. On August 16, 2012, Mr. Cherrington received a grant of 844 time-based vesting units and 211 performance-based vesting units. On March 12, 2012, Mr. Hall received a grant of 3,378 time-based vesting units and 844 performance-based vesting units.

In connection with the Reorganization Transactions and this offering, all outstanding incentive units, including the incentive units held by our named executive officers, are expected to be converted into LLC Units, and each Post-IPO Unit Holder will receive a share of Class B common stock for each LLC Unit, conferring an equivalent percentage of economic interest in Adeptus Health LLC and voting rights in Adeptus Health Inc., respectively. Upon conversion, each named executive officer will hold a number of LLC Units intended to replicate his respective economic interest in his incentive units based on the valuation derived from the initial public offering price. These LLC Units will be subject to the same vesting, repurchase, restrictive covenants and other terms as those applicable to the incentive units from which they were converted and as described above. Subject to the terms of the Amended and Restated Limited Liability Agreement, Post-IPO Unit Holders will have the right to exchange their LLC Units (together with a corresponding number of our Class B common stock) on a one-for-one basis into shares of our Class A common stock as described under "Organizational Structure—Reorganization Transactions—Exchange Procedures." In addition, the Post-IPO Unit Holders, including the named executive officers, will enter into a tax receivable agreement with us providing for certain payments by Adeptus Health Inc. to such Post-IPO Unit Holders, from time to time, as described under "Certain Relationships and Related Party Transactions—Tax Receivable Agreements."

Outstanding Equity Awards at December 31, 2013

The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2013.

	Stock Awards

Name	Number of Shares or Units of Stock That Have Not Vested(1)(4) (#)		Market Value of Shares or Units of Stock That Have Not Vested(3) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2)(4) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)
Thomas S. Hall		1,900		—		844		—
Graham B. Cherrington		528		—		211		—
Timothy L. Fielding		633		—		211		—

(1): Represents time-based vesting units that were granted on March 12, 2012, August 16, 2012, and May 28, 2013 to Messrs. Hall, Cherrington and Fielding, respectively, and that have not vested as of December 31, 2013. Twenty-five percent of Mr. Fielding's time-based vesting units vested on March 1, 2014, and the remaining 75% become vested ratably on a quarterly basis during the three-year period following March 1, 2014. Mr. Hall's time-based vesting units vest in 211 unit increments each quarter through March 12, 2016. Mr. Cherrington's time-based vesting units vest in 53 unit increments each quarter through May 29, 2016.
(2): Represents performance-based vesting units that were granted on March 12, 2012, August 16, 2012 and May 28, 2013 to Messrs. Hall, Cherrington and Fielding, respectively, and that have not vested

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as of December 31, 2013. These units vest upon a sale of our company, provided that an affiliate of our Sponsor receives five times its invested capital in our company in connection with such sale.

(3): Because there was no public market for our securities as of December 31, 2013, the market value of these awards is not determinable. For purposes of Topic 718, the grant date fair value of the time-based vesting units awarded to Messrs. Hall, Cherrington and Fielding was $0.7 million, $0.2 million and $0.8 million, respectively.
(4): In connection with the Reorganization Transactions and this offering, the time-based vesting units and performance-based vesting units held by our named executive officers are expected to be converted into LLC Units as described above under "—Narrative Disclosure to Summary Compensation Table—Equity Awards."

Termination and Change in Control Provisions

Thomas S. Hall

Pursuant to the terms of Mr. Hall's employment agreement, upon a termination of Mr. Hall's employment by us without cause or by Mr. Hall with good reason, subject to his timely execution and delivery of a release of claims in favor of us, and subject to continued compliance with the restrictive covenant agreements below, Mr. Hall will be entitled to the following severance benefits: (i) twelve months of base salary payable in equal installments in accordance with our normal payroll practices and (ii) if COBRA continuation is elected by Mr. Hall, payments equal to the Company's portion of subsidized medical and dental coverage for Mr. Hall and his family for a period of twelve months, in each case, less applicable withholding taxes.

Upon termination of employment for any reason, incentive units granted to Mr. Hall cease to vest, all unvested incentive units are forfeited and all vested incentive units will be subject to repurchase by us, except that if Mr. Hall's employment is terminated by us without cause or Mr. Hall resigns with good reason after the sixth anniversary of the date of grant of the incentive units and a sale of our company subsequently occurs, then the unvested incentive units subject to performance-based vesting conditions will become vested to the extent the performance-based vesting conditions would have been met on the termination date (as determined in good faith by our board of directors). In the event of a termination of Mr. Hall's employment by us for cause or Mr. Hall's breach of his restrictive covenants, all vested incentive units will be forfeited without consideration. In addition, upon a sale of our company, all unvested incentive units subject to time-based vesting conditions will fully vest, with one-half of such time-based incentive units that would receive accelerated vesting subject to repurchase by us on or prior to the closing of a sale of our company.

Graham B. Cherrington and Timothy L. Fielding

Pursuant to the terms of Messrs. Cherrington and Fielding's employment agreements, upon a termination of the executive's employment by us without cause or by executive with good reason, subject to the executive's timely execution and delivery of a release of claims in favor of us, and subject to continued compliance with the restrictive covenant agreements below, Messrs. Cherrington and Fielding will each be entitled to the following severance benefits: (i) nine months of base salary payable in equal installments in accordance with our normal payroll practices and (ii) if COBRA continuation is elected by the executive, payments equal to the Company's portion of subsidized medical and dental coverage for the executive and his family for a period of nine months, in each case, less applicable withholding taxes.

Upon termination of employment for any reason, incentive units granted to Messrs. Cherrington and Fielding cease to vest, all unvested incentive units are forfeited and all vested incentive units will be subject to repurchase by us. In the event of a termination of executive's employment by us for cause

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or executive's breach of his restrictive covenants, all vested incentive units will be forfeited without consideration. In addition, upon a sale of our company, all unvested incentive units subject to time-based vesting conditions will fully vest, with one-half of such time-based incentive units that would receive accelerated vesting subject to repurchase by us on or prior to the closing of a sale of our company.

Restrictive Covenants

Upon any termination of employment for any reason, Messrs. Hall, Cherrington and Fielding's employment agreements each provide for restrictions on the disclosure of confidential information and trade secrets, and for a period of 24 months following the date of termination of employment covenants restricting Mr. Hall from engaging in competitive activities and soliciting our employees and customers, except that the post-termination period of restriction with respect to non-competition restrictive covenants will be 18 months in the event of a termination of executive's employment by us without cause or by the executive for good reason.

Change in Control Provisions for Equity Awards

For a description of change in control and other provisions for our equity awards, see "—Equity Awards."

Retirement Plan

We have a qualified contributory retirement plan established to qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended. The plan covers all employees, including our named executive officers, who may contribute up to 90% of their eligible compensation, subject to statutory limits imposed by the Internal Revenue Code. We are also permitted to provide for matching contributions, and currently provide match contributions of 50% of employee contributions up to 5% of eligible compensation.

Director Compensation for Fiscal 2013

The following table provides information on the compensation of our non-management directors for the year ended December 31, 2013:

Name	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)				Total ($)

Larry Buckelew(2)	$	35,000		—		—	$	35,000
Richard Covert		50,000		—		—		50,000
Daniel Hosler		—		—		—		—
Daniel W. Rosenberg		—		—		—		—
Gregory W. Scott		35,000	$	266,255	(3)	—		301,255
Ronald L. Taylor		35,000		—		—		35,000
Jeffery S. Vender		35,000		—		—		35,000

(1): The aggregate number of incentive units outstanding at December 31, 2013 for our non-management directors was as follows: 132 time-based vesting units outstanding for Mr. Buckelew, 211 time-based vesting units outstanding for Mr. Scott, 106 time-based vesting units outstanding for Mr. Taylor, and 119 time-based vesting units outstanding for Mr. Vender.
(2): Mr. Buckelew no longer serves as a director of the Company.
(3): Amount represents the aggregate grant date fair value of incentive units computed in accordance with Topic 718. The assumptions made in the valuation are found in Note 13

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to our December 31, 2013 audited consolidated financial statements included elsewhere in this prospectus.

Narrative to Director Compensation Table

We do not currently pay our directors who are either employed by us or by our Sponsor any compensation for their services as directors. Our other directors (other than the chairman of the board) receive an annual cash fee of $35,000 for their service as director. The chairman of the board, Richard Covert, receives an annual cash fee of $50,000 for his service as chairman. In addition, our other directors receive an equity grant of 211 time-based vesting units when they are first appointed as director. Mr. Scott was appointed as director in 2013, and accordingly, was granted 211 time-based vesting units in 2013. We may also reimburse our other directors for any reasonable expenses incurred by them in connection with services provided in such capacity.

Compensation Arrangements to be Adopted in Connection with this Offering

2014 Omnibus Incentive Plan

In connection with this offering, our board of directors expects to adopt, and our stockholders expect to approve, the Adeptus Health Inc. 2014 Omnibus Incentive Plan, or the 2014 Omnibus Incentive Plan, prior to the completion of the offering.

Purpose

The purpose of our 2014 Omnibus Incentive Plan is to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.

Administration

Our 2014 Omnibus Incentive Plan will be administered by our compensation committee, or a subcommittee thereof, or if no such committee or subcommittee exists, our board of directors (as applicable, the "Committee"). The Committee is authorized to designate participants in and determine the terms and conditions of awards under the 2014 Omnibus Incentive Plan; interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in our 2014 Omnibus Incentive Plan and any instrument or agreement relating to, or any award granted under, our 2014 Omnibus Incentive Plan; establish, amend, suspend, or waive any rules and regulations; and make any other determination and take any other action that the Committee deems necessary or desirable for the administration of our 2014 Omnibus Incentive Plan. Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which our securities are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Unless otherwise expressly provided in our 2014 Omnibus Incentive Plan, all designations, determinations, interpretations, and other decisions under or with respect to our 2014 Omnibus Incentive Plan or any award or any documents evidencing awards granted pursuant to our 2014 Omnibus Incentive Plan are within the sole discretion of the Committee, may be made at any time and are final, conclusive and binding upon all persons or entities, including, without limitation, us, any participant, any holder or beneficiary of any award, and any of our stockholders.

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Shares Subject to our 2014 Omnibus Incentive Plan

Our 2014 Omnibus Incentive Plan provides that the total number of shares of common stock that may be issued under our 2014 Omnibus Incentive Plan is (the "Share Reserve"). Of this amount, the maximum number of shares that may be issued in the aggregate pursuant to the exercise of incentive stock options is equal to the Share Reserve; the maximum number of shares for which options or stock appreciation rights may be granted to any individual participant during any single fiscal year is ; the maximum number of shares for which performance compensation awards denominated in shares may be granted to any individual participant in respect of a single fiscal year is (or if any such awards are settled in cash, the maximum amount may not exceed the fair market value of such shares on the last day of the performance period to which such award relates); the maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, shall not exceed $ in total value; and the maximum amount that may be paid to any individual participant for a single fiscal year under a performance compensation award denominated in cash is $ . Except for substitute awards (as described below), in the event any award terminates, lapses, or is settled without the payment of the full number of shares subject to such award, including as a result of net settlement of the award or as a result of the award being settled in cash, the undelivered shares may be granted again under our 2014 Omnibus Incentive Plan, unless the shares are surrendered after the termination of our 2014 Omnibus Incentive Plan, and only if stockholder approval is not required under the then-applicable rules of the exchange on which the shares of common stock are listed. Awards may, in the sole discretion of the Committee, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by us or with which we combine (referred to as "substitute awards"), and such substitute awards shall not be counted against the total number of shares that may be issued under our 2014 Omnibus Incentive Plan, except that substitute awards intended to qualify as "incentive stock options" shall count against the limit on incentive stock options described above. No award may be granted under our 2014 Omnibus Incentive Plan after the tenth anniversary of the effective date (as defined therein), but awards theretofore granted may extend beyond that date.

Options

The Committee may grant non-qualified stock options and incentive stock options, under our 2014 Omnibus Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with our 2014 Omnibus Incentive Plan; provided, that all stock options granted under our 2014 Omnibus Incentive Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our common stock underlying such stock options on the date such stock options are granted (other than in the case of options that are substitute awards), and all stock options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the options are intended to qualify as an incentive stock options, and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Code. The maximum term for stock options granted under our 2014 Omnibus Incentive Plan will be ten years from the initial date of grant, or with respect to any stock options intended to qualify as incentive stock options, such shorter period as prescribed by Section 422 of the Code. However, if a non-qualified stock option would expire at a time when trading of shares of common stock is prohibited by our insider trading policy (or "blackout period" imposed by us), the term will automatically be extended to the 30^th day following the end of such period. The purchase price for the shares as to which a stock option is exercised may be paid to us, to the extent permitted by law (i) in cash or its equivalent at the time the stock option is exercised; (ii) in shares having a fair market value equal to the aggregate exercise price for the shares being purchased and satisfying any requirements that may be imposed by the Committee; or (iii) by such other method as the Committee may permit in its sole discretion, including, without limitation, (A) in other property having a fair market value on the date of

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exercise equal to the purchase price, (B) if there is a public market for the shares at such time, through the delivery of irrevocable instructions to a broker to sell the shares being acquired upon the exercise of the stock option and to deliver to us the amount of the proceeds of such sale equal to the aggregate exercise price for the shares being purchased or (C) through a "net exercise" procedure effected by withholding the minimum number of shares needed to pay the exercise price and all applicable required withholding taxes. Any fractional shares of common stock will be settled in cash.

Stock Appreciation Rights

The Committee may grant stock appreciation rights, with terms and conditions determined by the Committee that are not inconsistent with our 2014 Omnibus Incentive Plan. Generally, each stock appreciation right will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Committee) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the strike price per share, times (ii) the number of shares of common stock covered by the stock appreciation right. The strike price per share of a stock appreciation right will be determined by the Committee at the time of grant but in no event may such amount be less than the fair market value of a share of common stock on the date the stock appreciation right is granted (other than in the case of stock appreciation rights granted in substitution of previously granted awards).

Restricted Shares and Restricted Stock Units

The Committee may grant restricted shares of our common stock or restricted stock units, representing the right to receive, upon the expiration of the applicable restricted period, one share of common stock for each restricted stock unit, or, in its sole discretion of the Committee, the cash value thereof (or any combination thereof). As to restricted shares of our common stock, subject to the other provisions of our 2014 Omnibus Incentive Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted shares of common stock, including, without limitation, the right to vote such restricted shares of common stock (except, that if the lapsing of restrictions with respect to such restricted shares of common stock is contingent on satisfaction of performance conditions other than or in addition to the passage of time, any dividends payable on such restricted shares of common stock will be retained, and delivered without interest to the holder of such shares when the restrictions on such shares lapse).

Other Stock-Based Awards

The Committee may issue unrestricted common stock, rights to receive grants of awards at a future date, or other awards denominated in shares of common stock (including, without limitation, performance shares or performance units), under our 2014 Omnibus Incentive Plan, including performance-based awards, with terms and conditions determined by the Committee that are not inconsistent with our 2014 Omnibus Incentive Plan.

Performance Compensation Awards

The Committee may also designate any award as a "performance compensation award" intended to qualify as "performance-based compensation" under Section 162(m) of the Code. The Committee also has the authority to make an award of a cash bonus to any participant and designate such award as a performance compensation award under our 2014 Omnibus Incentive Plan. The Committee has sole discretion to select the length of any applicable performance periods, the types of performance compensation awards to be issued, the applicable performance criteria and performance goals, and the kinds and/or levels of performance goals that are to apply. The performance criteria that will be used to establish the performance goals may be based on the attainment of specific levels of our performance (and/or one or more affiliates, divisions or operational and/or business units, product

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lines, brands, business segments, administrative departments, or any combination of the foregoing) and are limited to specific criteria enumerated in our 2014 Omnibus Incentive Plan.

Effect of Certain Events on 2014 Omnibus Incentive Plan and Awards

In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of our shares of common stock or other securities, issuance of warrants or other rights to acquire our shares of common stock or other securities, or other similar corporate transaction or event (including, without limitation, a change in control, as defined in our 2014 Omnibus Incentive Plan) that affects the shares of common stock, or (b) unusual or nonrecurring events (including, without limitation, a change in control) affecting us, any affiliate, or the financial statements of us or any affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee must make any such adjustments in such manner as it may deem equitable, including, without limitation, any or all of: (i) adjusting any or all of (A) the share limits applicable under our 2014 Omnibus Incentive Plan with respect to the number of awards which may be granted thereunder; (B) the number of our shares of common stock or other securities which may be issued in respect of awards or with respect to which awards may be granted under our 2014 Omnibus Incentive Plan and (C) the terms of any outstanding award, including, without limitation, (1) the number of shares of common stock or other securities subject to outstanding awards or to which outstanding awards relate, (2) the exercise price or strike price with respect to any award or (3) any applicable performance measures; (ii) providing for a substitution or assumption of awards, accelerating the exercisability of, lapse of restrictions on, or termination of, awards or providing for a period of time for participants to exercise outstanding awards prior to the occurrence of such event; and (iii) cancelling any one or more outstanding awards and causing to be paid to the holders holding vested awards (including any awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of common stock received or to be received by other holders of our stock in such event), including, without limitation, in the case of options and stock appreciation rights, a cash payment equal to the excess, if any, of the fair market value of the shares of common stock subject to the option or stock appreciation right over the aggregate exercise price or strike price thereof.

Nontransferability of Awards

An award will not be transferable or assignable by a participant otherwise than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us or any affiliate. However, the Committee may, in its sole discretion, permit awards (other than incentive stock options) to be transferred, including transfer to a participant's family members, any trust established solely for the benefit of a participant or such participant's family members, any partnership or limited liability company of which a participant, or such participant and such participant's family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as "charitable contributions" for tax purposes.

Amendment and Termination

Our board of directors may amend, alter, suspend, discontinue, or terminate our 2014 Omnibus Incentive Plan or any portion thereof at any time; provided, that no such amendment, alteration,

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suspension, discontinuation or termination may be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to our 2014 Omnibus Incentive Plan or for changes in GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under our 2014 Omnibus Incentive Plan (except for adjustments in connection with certain corporate events) or (iii) it would materially modify the requirements for participation in our 2014 Omnibus Incentive Plan; provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award shall not to that extent be effective without such individual's consent.

The Committee may, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively, subject to the consent of the affected participant if any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination would materially and adversely affect the rights of any participant with respect to such award; provided that without stockholder approval, except as otherwise permitted in our 2014 Omnibus Incentive Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any stock appreciation right; (ii) the Committee may not cancel any outstanding option or stock appreciation right and replace it with a new option or stock appreciation right (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the value of the cancelled option or stock appreciation right and (iii) the Committee may not take any other action which is considered a "repricing" for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted.

Dividends and Dividend Equivalents

The Committee in its sole discretion may provide part of an award with dividends or dividend equivalents, on such terms and conditions as may be determined by the Committee in its sole discretion; provided, that no dividends or dividend equivalents shall be payable in respect of outstanding (i) options or stock appreciation rights or (ii) unearned performance compensation awards or other unearned awards subject to performance conditions (other than or in addition to the passage of time) (although dividends or dividend equivalents may be accumulated in respect of unearned awards and paid after such awards are earned and become payable or distributable).

Clawback/Forfeiture

An award agreement may provide that the Committee may in its sole discretion cancel such award if the participant, while employed by or providing services to us or any affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise has engaged in or engages in other detrimental activity that is in conflict with or adverse to our interests or the interests of any affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. Without limiting the foregoing, all awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

Federal Income Tax Consequences Relating to Awards Granted pursuant to the 2014 Omnibus Incentive Plan

The following discussion summarizes certain federal income tax consequences of the issuance, receipt and exercise of stock options and the granting and vesting of restricted stock and restricted stock units, in each case under the 2014 Omnibus Incentive Plan. The summary does not purport to cover federal employment tax or other federal tax consequences that may be associated with the 2014 Omnibus Incentive Plan, nor does it cover state, local or non-U.S. taxes.

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Incentive Stock Options

In general, a participant realizes no taxable income upon the grant or exercise of an incentive stock option, or ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the participant. With certain exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the participant (and a deduction for us) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which we are not entitled to a deduction. If the participant does not dispose of the shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss for which we are not entitled to a deduction.

Nonqualified Options

In general, in the case of a nonqualified stock option, or NSO, the participant has no taxable income at the time of grant but realizes income in connection with exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price. A corresponding deduction is available to us. Any gain or loss recognized upon a subsequent sale or exchange of the shares is treated as capital gain or loss for which we are not entitled to a deduction.

Restricted Stock

Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, the participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the common stock as of that date, less any amount paid for the stock, and the Company will be allowed a corresponding tax deduction at that time. If the participant files an election under Section 83(b) of the Code within 30 days after the date of grant of the restricted stock, the participant will recognize ordinary income as of the date of grant equal to the fair market value of the common stock as of that date, less any amount the participant paid for the common stock, and we will be allowed a corresponding tax deduction at that time. Any future appreciation in the common stock will be taxable to the participant at capital gains rates. However, if the restricted stock award is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the participant's Section 83(b) election.

Restricted Stock Units

A participant does not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock unit is granted. When the restricted stock units vest and are settled for cash or stock, the participant generally will be required to recognize as income an amount equal to the amount of cash or the fair market value of the shares received on the date of settlement. Any gain or loss recognized upon a subsequent sale or exchange of the stock (if settled in stock) is treated as capital gain or loss for which we are not entitled to a deduction.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our Class A common stock by (1) each person known to us to beneficially own more than 5% of our voting securities, (2) each selling stockholder, (3) each of our directors, (4) each of our named executive officers and (5) all directors and executive officers as a group.

The number of shares of Class A common stock outstanding and percentage of beneficial ownership before this offering are based on the number of shares to be issued and outstanding immediately prior to the consummation of this offering after giving effect to the Reorganization Transactions. See "Organizational Structure." The number of shares of Class A common stock and percentage of beneficial ownership after the consummation of this offering set forth below are based on the number of shares to be issued and outstanding immediately after the consummation of this offering.

Beneficial ownership is determined in accordance with the rules of the SEC. In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes shares issuable pursuant to exchange or conversion rights that are exercisable within 60 days of the date of this prospectus, including such rights of holders of LLC Units (together with a corresponding number of shares of our Class B common stock) since they are exchangeable into shares of our Class A common stock at any time).

To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.

					Class A Common Stock Beneficially Owned(2)				Combined Voting Power(3)(4)(5)

	Class A Common Stock Beneficially Owned Prior to the Offering Transactions(2)		Shares of Class A Common Stock Offered(2)	Shares of Class A Common Stock Subject to Underwriters' Option(2)	After the Offering Transactions Assuming Underwriters' Option is Not Exercised		After the Offering Transactions Assuming Underwriters' Option is Exercised in Full		Prior to the Offering Transaction	After the Offering Transactions Assuming Underwriters' Option is Not Exercised	After the Offering Transactions Assuming Underwriters' Option is Exercised in Full
Name of Beneficial Owner(1)	Number	%	Number	Number	Number	%	Number	%	%	%	%
Funds affiliated with Sterling Partners(6)
5-N Investments, LLC
Executive Officers:
Thomas S. Hall
Graham B. Cherrington
Timothy L. Fielding
Directors:
Richard Covert
Daniel W. Rosenberg
Gregory W. Scott
Ronald L. Taylor
Jeffery S. Vender
Daniel J. Hosler
Steven V. Napolitano
Directors and executive officers as a group ( persons)

*: Less than 1 percent of common stock outstanding.
(1): Unless otherwise indicated below, the address of each beneficial owner in the table above is c/o Adeptus Health Inc., 2941 South Lake Vista, Suite 200, Lewisville, Texas 75067. The address for funds affiliated with Sterling Partners is .

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(2): Subject to the exchange provisions of the Amended and Restated Limited Liability Company Agreement, each LLC Unit (together with a corresponding number of shares of our Class B common stock) held by the Post-IPO Unit Holders are exchangeable for shares of our Class A common stock on a one-for-one basis. See "Organizational Structure" and "Certain Relationships and Related Party Transactions—Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC." Beneficial ownership of LLC Units has also been reflected as beneficial ownership of shares of our Class A common stock for which such LLC Units may be exchanged.
(3): If the underwriters' option to purchase additional shares is exercised in full, will sell an additional shares of Class A common stock in this offering and its percentage of combined voting power of Adeptus Health Inc. after this offering will be %.
(4): Represents percentage of voting power of the Class A common stock and Class B common stock of Adeptus Health Inc. voting together as a single class. See "Description of Capital Stock—Common Stock."
(5): The Merged Owner will hold shares of our Class A common stock and will be entitled to one vote for each share of Class A common stock held by it. Each of the Post-IPO Holders will hold shares of our Class B common stock and shall be entitled to one vote for each share of Class B common stock held by such holder. See "Description of Capital Stock—Common Stock."
(6): We and funds affiliated with Sterling Partners are parties to the stockholders' agreement, which provides board designation rights to Sterling Fund Management, LLC, or designating stockholders, and certain voting obligations in connection with those rights. See "Certain Relationships and Related Party Transactions—Stockholders' Agreement." As a result of the stockholders' agreement, the stockholders party thereto may be deemed a to have formed a "group" (as such term is defined in Section 13(d)(3) of the Exchange Act and Rule 13d-5 promulgated thereunder), which group may be deemed to have beneficial ownership of the shares beneficially owned by its members. In addition, due to the board designation rights of the designating stockholders, the designating stockholders may be deemed to beneficially own all shares beneficially owned by each other party that is subject to such voting obligations but each designating stockholder disclaims beneficial ownership of such shares. The table does not reflect shares which may be deemed to be beneficially owned by the designating stockholders solely by virtue of the stockholders' agreement. Steven M. Taslitz, Merrick M. Elfman, Douglas L. Becker, Eric D. Becker and R. Christopher Hoehn-Saric, as the managers of Sterling Capital Partners III, LLC (the general partner of SC Partners III, L.P., which is the general partner of the funds affiliated with Sterling Partners), exercise voting and investment power over shares held by the funds affiliated with Sterling Partners.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The transactions and agreements described below will be entered into prior to the consummation of this offering. The forms of the stockholders' agreement, registration rights agreement, tax receivable agreements and amended and restated limited liability company agreement of Adeptus Health LLC described in this section are filed as exhibits to the registration statement of which this prospectus forms a part, and the following descriptions are qualified by reference to all of the provisions of those agreements.

Reorganization Transactions

Immediately prior to the consummation of this offering, we will consummate the Reorganization Transactions described under "Organizational Structure."

Stockholders' Agreement

Prior to the consummation of this offering, we and funds affiliated with our Sponsor will enter into a stockholders' agreement, which will contain various governance provisions, including provisions relating to the voting of such parties' voting interests for the election of directors. Each of the parties to the stockholders' agreement will agree to vote for the directors designated pursuant to the agreement in the election of directors and will not vote to remove any such directors from the board of directors other than for cause. Immediately following this offering, the directors elected pursuant to the stockholders' agreement will constitute a majority of the number of directors on our board of directors. The stockholders' agreement will terminate on the date that is one year after the date on which we cease to qualify as a "controlled company" within the meaning of NYSE rules.

Registration Rights Agreement

We will enter into a registration rights agreement with the Existing Owners that will grant the Existing Owners, their affiliates and certain of their transferees the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act shares of Class A common stock delivered in connection with the Reorganization Transactions and, following this offering, in exchange for LLC Units pursuant to the exchange provisions of the Amended and Restated Limited Liability Company Agreement. Under the registration rights agreement, the Existing Owners have the right to request that we register the sale of shares of Class A common stock held by them. In addition, we will commit to file (A) on or as soon as possible after the first anniversary of the effective date of the registration statement of which this prospectus forms a part and in any event within 30 days thereafter, a shelf registration statement registering secondary sales of Class A common stock and (B) under certain circumstances following the first anniversary of this offering, an exchange shelf registration statement registering all shares of our Class A common stock to be issued and delivered by us upon exchange of LLC Units.

Tax Receivable Agreements

The Post-IPO Unit Holders, as holders of LLC Units of Adeptus Health LLC may (subject to the exchange provisions of the Amended and Restated Limited Liability Company Agreement) exchange their LLC Units (together with a corresponding number of shares of our Class B common stock) for shares of Class A common stock of Adeptus Health Inc. on a one-for-one basis. Adeptus Health LLC intends to make an election under Section 754 of the Code effective for each taxable year in which an exchange of LLC Units for shares of Class A common stock occurs, which is expected to result in increases to the tax basis of the assets of Adeptus Health LLC attributable to Adeptus Health Inc. These increases in tax basis may reduce the amount of tax that Adeptus Health Inc. would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets.

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We will enter into a tax receivable agreement with the Post-IPO Unit Holders that will provide for the payment, from time to time, by Adeptus Health Inc. to such Post-IPO Unit Holders of 85% of the amount of the benefits, if any, that Adeptus Health Inc. is deemed to realize as a result of increases in tax basis and certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. We will also enter into a tax receivable agreement with the Merged Owner that will provide for the payment from time to time by Adeptus Health Inc. to the Merged Owner of 85% of the benefit, if any, that Adeptus Health Inc. is deemed to realize as a result of net operating loss carryovers of SCP III AIV THREE-FCER Blocker, Inc. from periods (or portions thereof) prior to the consummation of this offering. These payment obligations are obligations of Adeptus Health Inc. and not of Adeptus Health LLC. For purposes of the tax receivable agreements, the benefit deemed realized by Adeptus Health Inc. will be computed by comparing the actual income tax liability of Adeptus Health Inc. to the amount of such taxes that Adeptus Health Inc. would have been required to pay had there been no increase to the tax basis of our assets as a result of the purchase or exchanges and no net operating loss carryovers of SCP III AIV THREE-FCER Blocker, Inc. (calculated with certain assumptions). The term of the tax receivable agreements will continue until all such tax benefits have been utilized or expired, unless one of the acceleration events described below occurs. Estimating the amount of payments that may be made under the tax receivable agreements is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreements, will vary depending upon a number of factors, including:

•: the price of shares of our Class A common stock at the time of the exchange—the tax basis increase in the assets of Adeptus Health LLC will be based on the price of shares of our Class A common stock at the time of the exchange;
•: the relative value of our assets at the time of the exchange—the increase in any tax deductions will vary depending on the relative fair market value of the depreciable or amortizable assets of Adeptus Health LLC at the time of the exchange; and
•: the amount and timing of our income—Adeptus Health Inc. will be required to pay 85% of the deemed benefits as and when deemed realized. If Adeptus Health Inc. does not have taxable income, Adeptus Health Inc. generally is not required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the tax receivable agreements for that taxable year because no benefit will have been actually realized. However, any tax benefits that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the tax receivable agreements.

We expect that the payments that Adeptus Health Inc. may make under the tax receivable agreements will be substantial. As a result, there may be a material negative effect on our liquidity if distributions to Adeptus Health Inc. by Adeptus Health LLC are not sufficient to permit Adeptus Health Inc. to make payments under the tax receivable agreements after it has paid taxes. Late payments under the tax receivable agreements will generally accrue interest at an uncapped rate equal to . The payments under the tax receivable agreements are not conditioned upon the Post-IPO Unit Holders' continued ownership of us.

The amounts owing under the tax receivable agreements may be accelerated. If Adeptus Health Inc. exercises its right to terminate the tax receivable agreements, it must make aggregate payments equal to an amount based on the agreed payments remaining to be made under the agreements at that time. If Adeptus Health Inc. breaches any of its material obligations under the tax receivable agreements, all obligations will generally be accelerated and due as if Adeptus Health Inc. had exercised its right to terminate the agreements.

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In these situations, our obligations under the tax receivable agreements could have a substantial negative impact on our liquidity. Assuming that the market value of our Class A common stock were to be equal to the initial public offering price per Class A common share in this offering and that LIBOR were to be %, we estimate that the aggregate amount of these payments would be approximately $ if Adeptus Health Inc. were to exercise its termination right immediately following this offering.

Decisions made by certain of the Post-IPO Unit Holders in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by exchanging or selling Post-IPO Unit Holders under the tax receivable agreements. For example, the earlier we dispose of assets following an exchange, the sooner the exchanging Post-IPO Unit Holder will generally receive payments under the tax receivable agreements, resulting in an increase in the present value of such payments. If we dispose of assets before an exchange, however, the disposition will increase the Post-IPO Unit Holders' tax liability without giving rise to any rights of a Post-IPO Unit Holder to receive payments under the tax receivable agreements.

Payments under the tax receivable agreements will be based on the tax reporting positions that we will determine. Although we are not aware of any issue that would cause the IRS to challenge a tax basis increase or the net operating loss carryovers, Adeptus Health Inc. will not be reimbursed for any payments previously made under the tax receivable agreements if it is later determined that we did not receive the anticipated corresponding tax benefit. As a result, in certain circumstances, payments could be made under the tax receivable agreements in excess of the benefits that Adeptus Health Inc. actually realizes in respect of the tax attributes subject to the tax receivable agreements.

Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC

As a result of the Reorganization Transactions, Adeptus Health Inc. will hold LLC Units in Adeptus Health LLC and will be the sole managing member of Adeptus Health LLC. Accordingly, Adeptus Health Inc. will operate and control all of the business and affairs of Adeptus Health LLC and, through Adeptus Health LLC and its operating entity subsidiaries, conduct our business.

Pursuant to the Amended and Restated Limited Liability Company Agreement as it will be in effect upon the consummation of this offering, Adeptus Health Inc. has the right to determine when distributions will be made to unit holders of Adeptus Health LLC and the amount of any such distributions. If a distribution is authorized, such distribution will be made to the holders of LLC Units pro rata in accordance with the percentages of their respective limited liability company interests.

The holders of LLC Units, including Adeptus Health Inc., will incur United States federal, state and local income taxes on their share of any taxable income of Adeptus Health LLC. Net profits and net losses of Adeptus Health LLC will generally be allocated to its unit holders (including Adeptus Health Inc.) pro rata in accordance with the percentages of their respective LLC Units, except as otherwise required by law. The Amended and Restated Limited Liability Company Agreement will, subject to certain limitations, provide for pro rata cash distributions, which we refer to as "tax distributions," to the holders of the LLC Units which will be computed based on our estimate of the net taxable income of Adeptus Health LLC multiplied by an assumed tax rate equal to the highest marginal effective rate applicable to either an individual or a corporation resident in either California or New York, New York (taking into account the non-deductibility of certain expenses and the character of our income).

Exchange Procedures

The Amended and Restated Limited Liability Company Agreement will give the Post-IPO Unit Holders (or certain permitted transferees thereof) the right (subject to the terms of the Amended and Restated Limited Liability Company Agreement) to exchange LLC Units (together with a

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corresponding number of shares of our Class B common stock) for shares of our Class A common stock, subject to customary adjustments for stock splits, stock dividends and reclassifications. The exchange provisions, however, will provide that a Post-IPO Unit Holder will not have the right to exchange LLC Units if Adeptus Health Inc. determines that such exchange would be prohibited by law or regulation or would violate other agreements with Adeptus Health Inc. to which such Post-IPO Unit Holder may be subject. As a holder exchanges LLC Units for shares of Class A common stock, the number of LLC Units held by Adeptus Health Inc. will correspondingly increase as it acquires the exchanged LLC Units.

Following the completion of this offering, each of our Post-IPO Unit Holders will also hold shares of our Class B common stock. Although these shares have no economic rights, they will allow Post-IPO Unit Holders to exercise voting power at Adeptus Health Inc., the managing member of Adeptus Health LLC. Under the amended and restated certificate of incorporation of Adeptus Health Inc., each holder of Class B common stock shall be entitled to one vote per share on matters presented to stockholders of Adeptus Health Inc. Accordingly, the voting power afforded to the Post-IPO Unit Holders by their shares of Class B common stock is automatically and correspondingly reduced as they sell LLC Units to Adeptus Health Inc. for cash as part of the Reorganization Transactions or subsequently exchange LLC Units for shares of Class A common stock of Adeptus Health Inc. pursuant to the exchange provisions of the Amended and Restated Limited Liability Company Agreement.

Advisory Services Agreement

We entered into the Advisory Services Agreement with Sterling Fund Management, LLC, or SFM, an affiliate of Sterling Partners on September 30, 2011, pursuant to which SFM has provided management, consulting and financial services to us and our subsidiaries. Under the Advisory Services Agreement, SFM receives an annual management fee, subject to certain adjustments, and reimbursement for certain expenses. For the years ended December 31, 2012 and 2013, we paid $0.6 million and $0.6 million, respectively, to SFM under the Advisory Services Agreement.

The Advisory Services Agreement has a five-year term and is automatically renewable for successive one-year periods, until such time that Sterling Partners or any of its affiliates, in the aggregate, no longer beneficially own greater than 10% of the then-outstanding voting securities of First Choice ER, LLC. Notwithstanding the foregoing, in connection with the consummation of this offering, the Advisory Services Agreement will be terminated and we will pay a one-time termination fee of $2.0 million to SFM.

License and Master Services Agreement

We entered into a license and master services agreement with IO Phoenix One, LLC, or IO, an affiliate of our Sponsor on November 22, 2013, pursuant to which IO stores and maintains our data centers and modules at its Phoenix, Arizona location. We pay approximately $4,000 per month in license fees with an initial term of 36 months. The total amount payable under the agreement is approximately $148,000, with payments beginning on February 15, 2014.

Termination Payment

In 2013, our current Chairman of the board, Richard Covert, received a termination payment totaling $0.25 million for his previous services as the Chief Executive Officer.

Secured Recourse Promissory Note

On April 12, 2012, Mr. Hall entered into a secured recourse promissory note pursuant to which he borrowed $250,000 from First Choice ER, LLC. The outstanding principal amount (plus interest) was repaid on May 15, 2014.

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Related Persons Transaction Policy

Prior to the completion of this offering, our board of directors will adopt a written statement of policy regarding transactions with related persons, which we refer to as our "related person policy."

Indemnification of Directors and Officers

Our amended and restated certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, or the DGCL. In addition, our amended and restated certificate of incorporation will provide that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. In connection with the consummation of this offering, we also expect to enter into customary indemnification agreements with our directors and executive officers.

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DESCRIPTION OF INDEBTEDNESS

Senior Secured Credit Facility

On October 31, 2013, First Choice ER, LLC, certain of its subsidiaries, Fifth Street Finance Corp., as administrative agent and L/C Arranger, and the lenders from time to time party thereto, entered into a Senior Secured Credit Facility for a $75.0 million term loan which matures on October 31, 2018, or the Senior Secured Credit Facility. The Senior Secured Credit Facility includes an additional $165.0 million delayed draw term loan commitment, which, if unused, expires eighteen months after October 31, 2013, and a $10.0 million revolving commitment that matures on October 31, 2018.

At March 31, 2014, we had $165.0 million and approximately $2.2 million available under the delayed draw term commitment and the revolving commitment, respectively.

Interest Rate and Payments Generally

Borrowings under the Senior Secured Credit Facility bear interest, at our option, at a rate equal to an applicable margin over (a) a base rate determined by reference to the highest of (1) the prime rate, (2) the federal funds effective rate plus 0.50% and (3) LIBOR for an interest period of one month plus 1%, or (b) LIBOR for the applicable interest period. The margin for the Senior Secured Credit Facility is 6.50% in the case of base rate loans and 7.50% in the case of LIBOR loans. The Senior Secured Credit Facility includes an unused line fee of 0.50% per annum on the revolving commitment and delayed draw term loan commitment, a draw fee of 1.0% of the principal amount of each borrowing on the delayed draw term loan and an annual agency fee of $0.1 million. The original principal amount of the term loan will be repaid in consecutive quarterly installments of $0.5 million on the last day of each fiscal quarter commencing with the fiscal quarter ending December 31, 2015 and escalating to $0.9 million for each fiscal quarter ending after December 31, 2016. The delayed draw term loans will be repaid in consecutive quarterly installments in an amount based on the repayment calculation contained in the Senior Secured Credit Facility on the last day of each fiscal quarter commencing with the fiscal quarter ending December 31, 2015. We will repay the aggregate principal amount of all revolving loans outstanding on the maturity date, October 31, 2018.

Prepayments and Reduction of Commitments

The Senior Secured Credit Facility requires us to prepay, subject to certain exceptions, any loans in an amount equal to 100% of the aggregate net cash proceeds of any equity issuance received or contributed to First Choice ER, LLC or its subsidiaries with such facility remaining outstanding after such repayment. A customary prepayment is also required to the extent credit exposure under the Senior Secured Credit Facility exceeds the commitments thereunder. From time to time and at any time, we may also voluntarily request to prepay any loans under the Senior Secured Credit Facility without premium or penalty following specified notification periods.

Guarantees and Security

The obligations under the Senior Secured Credit Facility are irrevocably and unconditionally guaranteed by, subject to certain exceptions, First Choice ER, LLC's existing and future domestic subsidiaries. In addition, and subject to certain exceptions and qualifications, the Senior Secured Credit Facility is secured by a first priority lien over substantially all the assets of First Choice ER, LLC and the guarantors.

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Certain Covenants and Events of Default

The Senior Secured Credit Facility contains a number of significant negative covenants. Such negative covenants, among other things and subject to certain exceptions, restrict First Choice ER, LLC and its subsidiaries' ability to:

•: incur additional indebtedness, make guarantees and enter into hedging agreements;
•: create liens on assets;
•: enter into sale and leaseback transactions;
•: engage in mergers or consolidations;
•: sell assets;
•: pay dividends and distributions;
•: change the nature of our business;
•: make investments, loans and advances, including acquisitions;
•: engage in certain transactions with affiliates;
•: amend certain material agreements, including the MPT Agreement;
•: enter into certain restrictive agreements; and
•: make certain changes to our accounting practices.

In addition, the Senior Secured Credit Facility contains financial covenants that, among other things, require us to maintain:

•: a consolidated leverage ratio of at most 5.25 to 1.00 (decreasing to 3.50 to 1.00 as of December 31, 2016 and thereafter);
•: a consolidated interest charge coverage ratio of at least 2.50 to 1.00 (increasing to 3.50 to 1.00 as of December 31, 2015 and thereafter); and
•: a consolidated capital expenditures amount ranging from $25.0 million (for the fiscal year ended December 31, 2014) to $15.0 million (for the fiscal year ended December 31, 2015 and thereafter).

The financial covenant calculations are based on First Choice ER, LLC and its subsidiaries as a consolidated group. In addition, the Senior Secured Credit Facility includes certain limitations on intercompany indebtedness.

In addition, our Senior Secured Credit Facility contains customary representations and warranties, affirmative covenants and events of default. If an event of default occurs, the lenders will be entitled to take a number of actions, including the acceleration of amounts due under the Senior Secured Credit Facility and all actions permitted to be taken by a secured creditor.

As of March 31, 2014, we were in compliance with all covenant requirements.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock as it will be in effect upon the consummation of this offering is a summary and is qualified in its entirety by reference to our amended and restated certificate of incorporation and amended and restated by-laws, the forms of which are filed as exhibits to the registration statement of which this prospectus forms a part, and by applicable law.

Upon consummation of this offering, our authorized capital stock will consist of shares of Class A common stock, par value $0.01 per share, shares of Class B common stock, par value $0.01 per share, and shares of preferred stock. Immediately following the completion of this offering, there are expected to be outstanding shares of Class A common stock and shares of Class B common stock.

Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Common Stock

Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. The holders of our common stock vote to elect our directors by a plurality of the votes cast. On all other matters other than those specified in our amended and restated certificate of incorporation and amended and restated by-laws, where a 66²/3% vote of the then outstanding shares of our common stock is required, the affirmative vote of a majority in voting power of shares present at a meeting of the holders of our common stock is required.

Class A Common Stock

Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by our board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock will be entitled to receive our remaining assets available for distribution.

Holders of shares of our Class A common stock do not have preemptive, subscription or conversion rights. There are no redemption or sinking fund provisions applicable to our Class A common stock. Subject to the transfer restrictions set forth in the Amended and Restated Limited Liability Company Agreement, the Post-IPO Unit Holders may exchange their LLC Units (together with a corresponding number of shares of our Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications.

Class B Common Stock

Upon completion of this offering, our outstanding shares of Class B common stock will be held by the Post-IPO Unit Holders. Holders of shares of Class B common stock shall be entitled to one vote for each share of record on all matters submitted to a vote of stockholders.

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Holders of our Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of Adeptus Health Inc. However, if Adeptus Health LLC makes distributions to Adeptus Health Inc., the other holders of LLC Units, including the Post-IPO Unit Holders, will be entitled to receive distributions pro rata in accordance with the percentages of their respective LLC Units.

Holders of shares of our Class B common stock do not have preemptive, subscription or, except as described below, conversion rights. There are no redemption or sinking fund provisions applicable to our Class B common stock. Shares of Class B common stock will generally not be transferable other than in connection with an exchange of LLC Units for Class A common stock.

Holders of shares of Class B common stock have the right to exchange their LLC Units (together with a corresponding number of shares of our Class B common stock) for shares of our Class A common stock on a one-for-one basis.

The Post-IPO Unit Holders will be issued shares of Class B common stock and hold % of the voting power of Adeptus Health Inc. immediately after giving effect to this offering.

Preferred Stock

We do not currently have any preferred stock outstanding. However, our amended and restated certificate of incorporation will authorize our board of directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by any stock exchange, the authorized shares of preferred stock will be available for issuance without further action by you. Our board of directors is able to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

•: the designation of the series;
•: the number of shares of the series, which our board of directors may, except where otherwise provided in the preferred stock designation, increase or decrease, but not below the number of shares then outstanding;
•: whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
•: the dates at which dividends, if any, will be payable;
•: the redemption or repurchase rights and price or prices, if any, for shares of the series and any applicable restrictions;
•: the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
•: the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company;
•: whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other entity, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
•: restrictions on the issuance of shares of the same series or of any other class or series; and
•: the voting rights, if any, of the holders of the series.

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We could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of you might believe to be in your best interests or in which you might receive a premium for your shares of Class A common stock over the market price of the shares of Class A common stock.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the NYSE, which would apply so long as the shares of Class A common stock remains listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or the then outstanding number of shares of Class A common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares at prices higher than prevailing market prices.

Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and Certain Provisions of Delaware Law.

Undesignated Preferred Stock

The ability to authorize undesignated preferred stock will make it possible for our board of directors to issue preferred stock with super majority voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us or otherwise effect a change in control of us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals

Our amended and restated by-laws will provide that special meetings of the stockholders may be called only by or at the direction of a majority of the board of directors, the chairman of our board of directors or chief executive officer. Our amended and restated by-laws will prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

Our amended and restated by-laws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. In order for any matter to be "properly brought" before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Additionally, vacancies and newly created directorships may be filled only by a vote of a majority of the directors then in office, even though less than a quorum, and not by the stockholders. Our amended and restated by-laws will allow the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company.

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Amendment of By-laws

Our amended and restated certificate of incorporation will provide that the board of directors is expressly authorized to make, alter or repeal our amended and restated by-laws and that our stockholders may only amend our amended and restated by-laws with the approval of the majority of all of the outstanding shares of our capital stock entitled to vote.

No Cumulative Voting

The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation will not expressly provide for cumulative voting.

Stockholder Action by Written Consent

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders of a company may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless the company's certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation generally will not permit our stockholders to act by written consent once we no longer qualify as a "controlled company."

Delaware Anti-Takeover Statute

We have opted out of Section 203 of the DGCL. Section 203 provides that, subject to certain exceptions specified in the law, a publicly-held Delaware corporation shall not engage in certain "business combinations" with any "interested stockholder" for a three-year period after the date of the transaction in which the person became an interested stockholder. These provisions generally prohibit or delay the accomplishment of mergers, assets or stock sales or other takeover or change-in-control attempts that are not approved by a company's board of directors.

However, our amended and restated certificate of incorporation and by-laws will provide that in the event our Sponsor ceases to beneficially own at least 5% of the total voting power of all the then outstanding shares of our capital stock, we will automatically become subject to Section 203 of the DGCL. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

•: prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
•: upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
•: on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written

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consent, by the affirmative vote of at least 66²/3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation's outstanding voting stock. If Section 203 were to apply to us, we expect that it would have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. In such event, we would also anticipate that Section 203 could discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

Under certain circumstances, Section 203 makes it more difficult for a person who would be an "interested stockholder" to effect various business combinations with a corporation for a three-year period. The provisions of Section 203 may encourage companies interested in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Choice of Forum

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by our directors, officers, employees or agents, (iii) any action asserting a claim against us arising under the Delaware General Corporation Law, the amended and restated certificate of incorporation and the amended and restated by-laws or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. It is possible that a court could rule that this provision is not applicable or is unenforceable. We may consent in writing to alternative forums. Stockholders will be deemed to have notice of and consented to this provision of our amended and restated certificate of incorporation.

Transfer Agent and Registrar

is the transfer agent and registrar for our Class A common stock.

Listing

We intend to apply to list our common stock on the NYSE under the symbol "ADPT."

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our Class A common stock. No prediction can be made as to the effect, if any, future sales of shares, or the availability for future sales of shares, will have on the market price of our Class A common stock prevailing from time to time. The sale of substantial amounts of our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of our Class A common stock.

Upon completion of this offering we will have a total of shares of our Class A common stock outstanding, or shares assuming the underwriters exercise in full their option to purchase additional shares. of these shares will have been sold in this offering and will be freely tradable without restriction or further registration under the Securities Act by persons other than our "affiliates." Under the Securities Act, an "affiliate" of a company is a person that directly or indirectly controls, is controlled by or is under common control with that company.

In addition, upon consummation of this offering, the Existing Owners will beneficially own shares of our Class A common stock and LLC Units in Adeptus Health LLC. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement and our amended and restated certificate of incorporation, the Post-IPO Unit Holders will be able, from time, to time exchange their LLC Units (together with a corresponding number of shares of our Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications.

Shares of our Class A common stock held by the Merged Owner would be "restricted securities," as defined in Rule 144. As a result, absent registration under the Securities Act or compliance with Rule 144 thereunder or an exemption therefrom, these shares of Class A common stock will not be freely transferable to the public. We intend, however, to enter into a registration rights' agreement with the Existing Owners pursuant to which we would grant the Existing Owners registration rights that would require us to register under the Securities Act the resale of these shares of Class A common stock (including shares of our Class A common stock received in exchange for a corresponding number of LLC Units and shares of Class B common stock). See "Certain Relationships and Related Party Transactions—Registration Rights Agreement." Such securities registered under any registration statement will be available for sale in the open market unless restrictions apply.

In addition, we intend to file one or more registration statements on Form S-8 under the Securities Act to register Class A common stock issued or reserved for issuance under the equity incentive plan we are adopting in connection with this offering. Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly, shares registered under such registration statement will be available for sale in the open market, unless such shares are subject to vesting restrictions with us or lock-up restriction described below. We expect that the registration statement on Form S-8 will cover shares of our Class A common stock.

Rule 144

In general, under Rule 144, as currently in effect, a person who is not deemed to be our affiliate for purposes of the Securities Act or to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned the shares of our Class A common stock proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares of our Class A common stock without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares of our Class A common stock proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person is entitled to sell those shares of our Class A common stock without complying with any of the requirements of Rule 144. In general, under Rule 144

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as currently in effect, our affiliates or persons selling Class A common stock on behalf of our affiliates are entitled to sell, within any three-month period, a number of shares that does not exceed the greater of (1) 1% of the number of shares of our Class A common stock then outstanding and (2) the average weekly trading volume of the shares of our Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale. Sales under Rule 144 by our affiliates or persons selling Class A common stock on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

In general, under Rule 701 under the Securities Act, an employee, consultant or advisor who acquired shares of our Class A common stock from us prior to this offering in connection with a compensatory stock or option plan or other written agreement relating to compensation is eligible to resell those shares 90 days after we become a reporting company under the Exchange Act in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period restriction, contained in Rule 144.

Lock-Up Agreements

We, our executive officers, directors and other holders of substantially all of our common stock, including the selling stockholders, will agree not to sell or transfer any of our Class A common stock or securities convertible into, exchangeable for, exercisable for or repayable with our Class A common stock, for 180 days after the date of this prospectus without first obtaining the written consent of certain of the underwriters, subject to customary exceptions. The lock-up agreements do not preclude holders of LLC Units from exchanging such units (together with a corresponding number of shares of our Class B common stock) for shares of our Class A common stock, provided that shares of Class A common stock acquired in connection with any such exchanges will be subject to the restrictions provided for in the lock-up agreements.

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MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE
TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of the material United States federal income and estate tax consequences to non-U.S. holders, defined below, of the purchase, ownership and disposition of shares of our Class A common stock as of the date hereof. Except where noted, this summary deals only with shares of Class A common stock purchased in this offering that are held as capital assets by a non-U.S. holder.

Except as modified for estate tax purposes, a "non-U.S. holder" means a beneficial owner of shares of our Class A common stock that, for United States federal income tax purposes, is not any of the following:

•: an individual who is a citizen or resident of the United States;
•: a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
•: an estate the income of which is subject to United States federal income taxation regardless of its source; or
•: a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This summary is based upon provisions of the United States Internal Revenue Code of 1986, as amended, or the Code, applicable United States Treasury regulations, rulings and judicial decisions, all as of the date hereof. Those authorities are subject to different interpretations and may be changed, perhaps retroactively, so as to result in United States federal income and estate tax consequences different from those summarized below. This summary does not address all aspects of United States federal income and estate taxes and does not deal with foreign, state, local, alternative minimum or other tax considerations that may be relevant to non-U.S. holders in light of their particular circumstances. In addition, this summary does not represent a detailed description of the United States federal income and estate tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a United States expatriate, financial institution, insurance company, tax-exempt organization, trader, broker or dealer in securities, "controlled foreign corporation," "passive foreign investment company," a partnership or other passthrough entity for United States federal income tax purposes (or an investor in such a pass-through entity)), a person who acquired shares of our Class A common stock as compensation or otherwise in connection with the performance of services, or a person who has acquired shares of our Class A common stock as part of a straddle, hedge, conversion transaction or other integrated investment). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

We have not and will not seek any rulings from the Internal Revenue Service, or the IRS, regarding the matters discussed below. There can be no assurance that the IRS will not take positions concerning the tax consequences of the purchase, ownership or disposition of shares of our Class A common stock that are different from those discussed below.

If any entity or arrangement treated as a partnership for United States federal income tax purposes holds shares of our Class A common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding shares of our Class A common stock, you should consult your tax advisors.

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If you are considering the purchase of shares of our Class A common stock, you should consult your own tax advisors concerning the particular United States federal income and estate tax consequences to you of the ownership and disposition of the shares of Class A common stock, as well as the consequences to you arising under the laws of any other applicable taxing jurisdiction in light of your particular circumstances.

Dividends

Cash distributions on shares of our Class A common stock will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, they will constitute a return of capital and will first reduce your tax basis in our Class A common stock (determined on a share by share basis), but not below zero, and then will be treated as gain from the sale of stock.

Dividends paid to a non-U.S. holder generally will be subject to withholding of United States federal income tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a United States permanent establishment) generally will not be subject to such withholding tax, provided certain certification and disclosure requirements are satisfied (including the provision of a properly completed IRS form W-8ECI or other applicable forms). Instead, such dividends generally will be subject to United States federal income tax on a net income basis in the same manner as if the non-U.S. holder were a United States person as defined under the Code. A corporate non-U.S. holder may be subject to an additional "branch profits tax" at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on earnings and profits attributable to such dividends that are effectively connected with its United States trade or business (and, if an income tax treaty applies, are attributable to its United States permanent establishment).

A non-U.S. holder of shares of our Class A common stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete IRS Form W-8BEN (or other applicable form) and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if shares of our Class A common stock are held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.

A non-U.S. holder of shares of our Class A common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Gain on Disposition of Class A Common Stock

Subject to discussions below of the backup withholding tax and "FATCA" legislation, any gain realized by a non-U.S. holder on the disposition of shares of our Class A common stock generally will not be subject to United States federal income tax unless:

•: the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder);
•: the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

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•: we are or have been a "United States real property holding corporation" for United States federal income tax purposes.

In the case of a non-U.S. holder described in the first bullet point above, any gain will be subject to United States federal income tax on a net income basis generally in the same manner as if the non-U.S. holder were a United States person as defined under the Code, and a non-U.S. holder that is a foreign corporation may also be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits attributable to such gain (or, if an income tax treaty applies, at such lower rate as may be specified by the treaty on its gains attributable to its United States permanent establishment). Except as otherwise provided by an applicable income tax treaty, an individual non-U.S. holder described in the second bullet point above will be subject to a 30% tax on any gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States under the Code.

We do not believe we are, and we do not expect to become, a "United States real property holding corporation" for United States federal income tax purposes. If we are or become a "United States real property holding corporation," so long as shares of our Class A common stock continues to be regularly traded on an established securities market, only a non-U.S. holder who holds or held (at any time during the shorter of the five year period preceding the date of disposition or the holder's holding period) more than 5% of shares of our Class A common stock will be subject to United States federal income tax on the disposition of shares of our Class A common stock.

Federal Estate Tax

Shares of our Class A common stock that are owned (or treated as owned) by an individual who is not a citizen or resident of the United States (as specially defined for United States federal estate tax purposes) at the time of death will be included in such individual's gross estate for United States federal estate tax purposes, unless an applicable estate or other tax treaty provides otherwise, and, therefore, may be subject to United States federal estate tax.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty or agreement.

A non-U.S. holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is not a United States person as defined under the Code (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of shares of our Class A common stock within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is not a United States person as defined under the Code (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder's United States federal income tax liability provided the required information is timely furnished to the IRS.

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Additional FATCA Withholding Requirements

Under legislation enacted in 2010 and related administrative guidance, the relevant withholding agent may be required to withhold 30% of any dividends paid after June 30, 2014 and the proceeds of a sale of shares of our Class A common stock paid after December 31, 2016 to (i) a "foreign financial institution" (as defined in the legislation) unless such foreign financial institution agrees to verify, report and disclose its United States accountholders and meets certain other specified requirements or (ii) a non-financial foreign entity that is the beneficial owner of the payment unless such entity certifies that it does not have any substantial United States owners or provides the name, address and taxpayer identification number of each substantial United States owner and such entity meets certain other specified requirements. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. You should consult your own tax advisors regarding this legislation and any regulations and administrative guidance that may be promulgated thereunder that may be relevant to your investment in shares of our Class A common stock.

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UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the underwriters named below, through their representatives Deutsche Bank Securities Inc. and Goldman, Sachs & Co., have severally agreed to purchase the following respective number of shares from us and the selling stockholders:

Underwriter		Number of Shares

Deutsche Bank Securities Inc.
Goldman, Sachs & Co.




Total

The underwriting agreement provides that the obligations of the several underwriters to purchase the shares offered hereby are subject to certain conditions precedent and that the underwriters will purchase all of the shares, other than those covered by the option to purchase additional shares described below, if any are purchased.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

The underwriters have an option to buy up to an additional shares from us and the selling stockholders to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid by us and by the selling stockholders to the underwriters. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares.

Paid by the Company

	No Exercise	Full Exercise

Per Share	$	$
Total	$	$

Paid by the Selling Stockholders

	No Exercise	Full Exercise

Per Share	$	$
Total	$	$

The Company estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $ , including up to $40,000 payable to the underwriters for reimbursement of certain FINRA-related fees and expenses of counsel to the underwriters.

Adeptus Health Inc. and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

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Adeptus Health Inc., its executive officers and directors and principal stockholders, including the selling stockholders, have agreed, subject to certain specified exceptions, not to offer, sell, contract to sell or otherwise dispose of, or enter into any transaction that is designed to, or could be expected to, result in the disposition of any shares of the common stock or other securities convertible into or exchangeable or exercisable for shares of the common stock or derivatives of common stock prior to this offering or common stock issuable upon exercise of options or warrants during the period from the date of this prospectus supplement continuing through the date 180 days after the date of this prospectus supplement, except with the prior written consent of the representatives.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among the Company and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the Company's historical performance, estimates of the business potential and earnings prospects of the company, an assessment of the company's management and the consideration of the above factors in relation to market valuation of companies in related businesses. We intend to apply to list the shares on the NYSE under the symbol "ADPT."

The underwriters may make a market in the shares after completion of the offering, but will not be obligated to do so and may discontinue any market-making activities at any time without notice. No assurance can be given as to the liquidity of the trading market for the shares or that an active public market for the shares will develop.

In connection with the offering and any subsequent market-making activities, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include stabilizing transactions, which consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering, or other purchases. In addition, the underwriters may engage in short sales and purchases to cover positions created by short sales in connection with any market-making activities. Short sales would involve the sale by the underwriters of a greater number of securities than they then hold, and must be closed out by purchasing those securities in the open market. Stabilizing transactions and purchases to cover a short position, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the common stock, and may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the stock exchange on which our shares are listed, in the over-the-counter market or otherwise.

Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have, from time to time, provided, and may in the future provide, various investment banking and financial advisory services to Adeptus Health Inc. for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective 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 may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also communicate independent

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investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

To the extent that any underwriter that is not a U.S. registered broker-dealer intends to effect any sales of the shares in the United States, it will do so through one or more U.S. registered broker-dealers as permitted by FINRA regulations. The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a): to legal entities which are qualified investors as defined in the Prospectus Directive;
(b): to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or
(c): in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require the Issuer or the representative for any such offer to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Notice to Prospective Investors in the United Kingdom

Each underwriter has represented, warranted and agreed that:

(a): it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or the FSMA, received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA would not apply to the Issuer; and

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(b): it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Notice to Prospective Investors in Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

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Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

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LEGAL MATTERS

The validity of the shares of Class A common stock offered by this prospectus will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York. Certain legal matters relating to this offering will be passed upon for the underwriters by Cleary Gottlieb Steen & Hamilton LLP.

EXPERTS

The consolidated financial statements of Adeptus Health LLC for each of the two years in the two-year period ended December 31, 2013 have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein in reliance upon the authority of said firm as experts in accounting and auditing.

The balance sheet of Adeptus Health Inc. as of March 14, 2014 included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein in reliance upon the authority of said firm as experts in accounting and auditing.

The financial statements of the SCP III AIV THREE-FCER Blocker, Inc. as of December 31, 2013 and 2012 and for the years then ended appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

On October 22, 2013, the board of directors engaged KPMG LLP, or KPMG, as the independent registered public accounting firm of First Choice ER, LLC and its consolidated subsidiaries. Concurrent with this appointment, we dismissed Grant Thornton LLP, or Grant Thornton, effective October 22, 2013. The decision to change our principal independent registered public accounting firm was approved by our audit committee. Grant Thornton's report on the financial statements of First Choice ER, LLC and its consolidated subsidiaries for the year ended December 31, 2012 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. There were (i) no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the subject matter of the disagreements in connection with its reports and (ii) no reportable events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K issued by the SEC, in connection with the audit of the financial statements of First Choice ER, LLC and its consolidated subsidiaries for the 2012 period audited by Grant Thornton through the replacement of Grant Thornton with KPMG.

Neither we nor anyone acting on our behalf consulted with KPMG at any time prior to their retention by us with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of First Choice ER, LLC and its consolidated subsidiaries, and neither a written report nor oral advice was provided that KPMG concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was the subject of a disagreement or a reportable event (as such terms are defined in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K).

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the Class A common stock offered in this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the Securities and Exchange Commission. For further information about us and our Class A common stock, we refer you to the registration statement and to its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, with each such statement being qualified in all respects by reference to the document to which it refers. Anyone may inspect the registration statement and its exhibits and schedules without charge at the public reference facilities the Securities and Exchange Commission maintains at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the Securities and Exchange Commission upon the payment of certain fees prescribed by the Securities and Exchange Commission. You may obtain further information about the operation of the Securities and Exchange Commission's Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. You may also inspect these reports and other information without charge at a website maintained by the Securities and Exchange Commission. The address of this site is http://www.sec.gov.

Upon completion of this offering, we will become subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and will be required to file reports, proxy statements and other information with the Securities and Exchange Commission. You will be able to inspect and copy these reports, proxy statements and other information at the public reference facilities maintained by the Securities and Exchange Commission at the address noted above or inspect them without charge at the Securities and Exchange Commission's website. We intend to furnish our stockholders with annual reports containing consolidated financial statements audited by an independent registered public accounting firm.

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INDEX TO FINANCIAL STATEMENTS


Adeptus Health LLC
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of December 31, 2012 and 2013			F-3
Consolidated Statements of Operations for the years ended December 31, 2012 and 2013			F-4
Consolidated Statements of Changes in Owners' Equity for the years ended December 31, 2012 and 2013			F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2013			F-6
Notes to the Consolidated Financial Statements for the years ended December 31, 2012 and 2013			F-7
Consolidated Balance Sheets as of March 31, 2013 and 2014			F-24
Unaudited Consolidated Statements of Operations for the three months ended March 31, 2013 and 2014			F-25
Unaudited Consolidated Statement of Changes in Owners' Equity for the three months ended March 31, 2014			F-26
Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2014			F-27
Notes to the Unaudited Consolidated Financial Statements for the three months ended March 31, 2013 and 2014			F-28
Adeptus Health Inc.
Report of Independent Registered Public Accounting Firm			F-40
Balance Sheets as of March 14, 2014 and March 31, 2014			F-41
Notes to Balance Sheets			F-42
SCP III AIV THREE-FCER Blocker, Inc.
Report of Independent Auditors			F-43
Statements of Financial Position as of December 31, 2012 and 2013			F-44
Schedule of Investment as of December 31, 2012			F-45
Schedule of Investment as of December 31, 2013			F-46
Statements of Operations for the years ended December 31, 2012 and 2013			F-47
Statements of Changes in Stockholder's Equity for the years ended December 31, 2012 and 2013			F-48
Statements of Cash Flows for the years ended December 31, 2012 and 2013			F-49
Notes to the Financial Statements for the years ended December 31, 2012 and 2013			F-50
Statements of Financial Position as of December 31, 2013 and March 31, 2014 (unaudited)			F-57
Schedule of Investment as of December 31, 2013			F-58
Unaudited Schedule of Investment as of March 31, 2014			F-59
Unaudited Statements of Operations for the for the three months ended March 31, 2013 and 2014			F-60
Unaudited Statement of Changes in Stockholder's Equity for the three months ended March 31, 2014			F-61
Unaudited Statements of Cash Flows for the three months ended March 31, 2013 and 2014			F-62
Notes to the Unaudited Financial Statements for the three months ended March 31, 2013 and 2014			F-63

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Owners
Adeptus Health LLC and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Adeptus Health LLC and Subsidiaries (the Company) as of December 31, 2012 and 2013, and the related consolidated statements of operations, changes in owners' equity, and cash flows for each of the years in the two-year period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Adeptus Health LLC and Subsidiaries as of December 31, 2012 and 2013, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Dallas, Texas
March 14, 2014

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Adeptus Health LLC and Subsidiaries

CONSOLIDATED BALANCE SHEETS

December 31, 2012 and 2013

(In thousands)

	2012		2013

ASSETS
Current assets
Cash	$	3,455	$	11,495
Restricted cash		—		294
Accounts receivable, less allowance for doubtful accounts of $3,388 and $5,295, respectively		9,857		15,887
Other receivables and current assets		1,387		3,901
Medical supplies inventory		644		1,494


Total current assets		15,343		33,071
Property and equipment, net		19,822		62,087
Deposits		337		750
Intangibles, net		23,575		21,795
Goodwill		61,009		61,009
Other long-term assets		281		4,580


Total assets	$	120,367	$	183,292




LIABILITIES AND OWNERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	7,373	$	15,207
Accrued compensation		5,275		9,158
Current maturities of long-term debt		3,751		504
Current maturities of capital lease obligations		1		58
Deferred rent		520		497


Total current liabilities		16,920		25,424
Long-term debt, less current maturities		19,852		75,000
Capital lease obligations, less current maturities		—		3,849
Deferred rent		328		368
Other long-term liabilities		533		—


Total liabilities		37,633		104,641
Commitments and contingencies
Owners' equity		82,734		78,651


Total liabilities and owners' equity	$	120,367	$	183,292

The accompanying notes are an integral part of these financial statements.

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Adeptus Health LLC and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 2012 and 2013

(In thousands)

	2012			2013

Patient service revenue	$	80,977		$	114,960
Provision for bad debts		(8,376	)		(12,077	)


Net patient service revenue		72,601			102,883


Operating expenses:
Salaries, wages and benefits		41,754			65,244
General and administrative		12,805			17,436
Other operating expenses		7,493			11,185
Loss from the disposal or impairment of assets		652			207
Depreciation and amortization		4,640			7,920


Total operating expenses		67,344			101,992


Income from operations		5,257			891


Other (expense) income:
Interest expense		(1,056	)		(2,827	)
Change in fair market value of derivatives		(533	)		112
Write-off of deferred loan costs		—			(440	)


Other expenses		(1,589	)		(3,155	)


Income (loss) before provision for income taxes		3,668			(2,264	)
Provision for income taxes		467			720


Net income (loss)	$	3,201		$	(2,984	)

The accompanying notes are an integral part of these financial statements.

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Adeptus Health LLC and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN OWNERS' EQUITY

(Amounts in thousands, except unit data)

			Class A				Class B			APIC		Total owners' equity

Balance, December 31, 2011	57,000		$	57,727		19,000	$	19,242		$	—	$	76,969
Issuance of units-Class A	1,120			1,120		—		—			—		1,120
Stock subscription	(250	)		(250	)	—		—			—		(250	)
Additional capital contribution	—			—		—		—			4,114		4,114
Stock-based compensation	—			—		—		—			253		253
Net income	—			2,401		—		800			—		3,201
Distributions	—			(2,221	)	—		(452	)		—		(2,673	)


Balance, December 31, 2012	57,870			58,777		19,000		19,590			4,367	$	82,734
Stock subscription	83			83		—		—			—		83
Stock-based compensation	—			—		—		—			586		586
Net loss	—			(2,248	)	—		(736	)		—		(2,984	)
Distributions	—			(1,768	)	—		—			—		(1,768	)


Balance, December 31, 2013	57,953		$	54,844		19,000	$	18,854		$	4,953	$	78,651

The accompanying notes are an integral part of these financial statements.

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Adeptus Health LLC and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2012 and 2013

(In thousands)

	2012			2013

Cash flows from operating activities:
Net (loss) income	$	3,201		$	(2,984	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Loss from the disposal or impairment of assets		652			207
Change in fair market value of derivatives		533			(112	)
Depreciation and amortization		4,640			7,920
Amortization of deferred loan costs		73			293
Provision for bad debts		8,376			12,077
Write-off of deferred loan costs		—			440
Stock-based compensation		253			586
Changes in operating assets and liabilities:
Restricted cash		—			(294	)
Accounts receivable		(9,867	)		(18,107	)
Other receivables and current assets		(234	)		(1,757	)
Medical supplies inventory		(73	)		(850	)
Other long-term assets		—			(79	)
Accounts payable and accrued expenses		180			5,632
Accrued compensation		3,166			3,883
Deferred rent		508			17


Net cash provided by operating activities		11,408			6,872


Cash flows from investing activities:
Cash paid for acquisition (net of cash acquired)		(3,848	)		—
Proceeds from sale of land		—			1,814
Deposits		(185	)		(413	)
Capital expenditures		(11,504	)		(46,048	)


Net cash used in investing activities		(15,537	)		(44,647	)


Cash flows from financing activities:
Proceeds from long-term borrowings		25,700			102,000
Payment of deferred loan costs		(354	)		(4,954	)
Payments on borrowings		(26,776	)		(50,855	)
Payment of capital lease obligations		(103	)		(5	)
Payment to terminate interest rate swap		—			(421	)
Payment of stock subscription and issuance of Class A units		870			83
Capital contribution		4,114			—
Distributions to partners		(631	)		(33	)


Net cash provided by financing activities		2,820			45,815


Net increase (decrease) in cash		(1,309	)		8,040
Cash, beginning of year		4,764			3,455


Cash, end of year	$	3,455		$	11,495

See Note 12 for Supplemental Cash Flow Information and Supplemental Noncash Activities

The accompanying notes are an integral part of these financial statements.

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Adeptus Health LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 1—ORGANIZATION

Adeptus Health LLC (the Company) or its predecessors (see Note 14) began operations in 2002 and currently operates 26 freestanding, fully equipped emergency room facilities in the states of Texas and Colorado, delivering both major and minor emergency medical services for adult and pediatric patients.

On September 30, 2011, the Company entered into a Securities Purchase Agreement with First Choice AIV Holding LLC (the Purchaser), and the owners of the Company. Under the terms of the Purchase Agreement, the Purchaser acquired a 75% interest in the Company and was issued Class A voting units, thus signifying a change in control. The existing owners of the Company at the time of the transaction retained a 25% interest in the Company and were issued Class B voting units. In September 2012, the Company made payments of $4.1 million to the sellers for the final working capital adjustment and the earn-out amount on 2011 earnings. The payment was funded by a contribution from the Purchaser.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company does not have any non–wholly owned subsidiaries or investments in variable interest entities.

Cash and Cash Equivalents and Concentrations of Risk

The Company includes all securities with a maturity date of three months or less at date of purchase as cash equivalents. The Company currently has no cash equivalents. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant risk related to uninsured bank deposits.

Restricted Cash

Beginning in October 2013, the Company is required to restrict cash for a letter of credit related to the Master Funding and Development Agreement. See Note 11 (Commitments and Contingencies) for more information. The letter of credit is issued in an amount equal to 50% of one year's base rent relating to the one facility completed in 2013. As of December 31, 2013, total restricted cash was $0.3 million.

Patient Revenue and Accounts Receivable

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Adeptus Health LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Differences between established rates and those set by insurance programs, as well as charity care, employee and prompt pay adjustments, are recorded as adjustments directly to patient service revenue. Fee adjustments of approximately $44.5 million and $62.5 million were recorded for the years ended December 31, 2012 and 2013, respectively. Allowable amounts not covered by the insurance companies are then billed to the patients. Estimated uncollectible amounts from insured patients are recorded as bad debt expense in the period the services are provided. Collection of payment for services provided to patients without insurance coverage is done at the time of service.

Patient service revenue before the provision for bad debts by major payor source for the years ended December 31, 2012 and 2013 are as follows (in thousands):

	December 31, 2012		December 31, 2013

Third-party payors, including patient portion	$	79,408	$	113,603
Self-pay		1,569		1,357


Total all payors	$	80,977	$	114,960

The Company receives payments from third-party payors that have contracts with the Company in Texas and Colorado. As of December 31, 2013, the Company has a contract with Blue Cross Blue Shield of Texas and two MultiPlan arrangements whereby the Company accesses a number of third-party payors at in-network rates. Four major third-party payors accounted for 88.2% and 86.7% of patient service revenue for the years ended December 31, 2012 and 2013, respectively. These same payors also accounted for 76% and 79% of accounts receivable as of December 31, 2012 and December 31, 2013, respectively. The following table sets forth the percentage of patient service revenue earned by major payor source for the years ending December 31:



Payor:
Blue Cross Blue Shield	29.1	%	28.0	%
United HealthCare	26.0		26.5
Aetna	22.1		21.0
Cigna	11.0		11.2
Other	11.8		13.3


	100.0	%	100.0	%

Accounts receivable are reduced by an allowance for doubtful accounts. In establishing the Company's allowance for doubtful accounts, management considers historical collection experience, the aging of the account, the payor classification, and patient payment patterns. Amounts due directly from patients represent the Company's highest collectibility risk. There were not any significant changes in the estimates or assumptions underlying the calculation of the allowance for doubtful accounts for the years ended December 31, 2012 and 2013.

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Adeptus Health LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company writes off as bad debt expense uncollectible accounts receivable arising from patient responsibility after all collection efforts have been exhausted and it has been determined such accounts will not be collected. Bad debt write-offs of approximately $7.7 million and $10.1 million were recorded for the years ended December 31, 2012 and 2013, respectively.

The Company treats anyone that is emergent, including patients that may be eligible for Medicare or Medicaid. These services are provided at no charge to the patient. Total charity care was approximately 7.0% and 2.0% of patient service revenue for the years ended December 31, 2012 and 2013, respectively.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2012 and 2013 was approximately $1.0 million and $2.1 million, respectively, and are included as a component of general and administrative expenses within the Consolidated Statements of Operations.

Medical Supplies Inventory

Inventory is carried at the lower of cost or market using the first-in, first-out method and consists of a standard set of medical supplies held in stock at all facilities.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization computed using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the noncancelable lease term or the estimated useful life of the improvements. When assets are retired, the cost and applicable accumulated depreciation are removed from the respective accounts, and the resulting gain or loss is recognized. Expenditures for normal repairs and maintenance are expensed as incurred. Material expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The estimated useful lives of depreciable fixed assets are as follows:

	Estimated useful life

	(in years)
Computer equipment		3
Automobiles		5
Office equipment		5
Medical equipment		5 to 7
Leasehold improvement		4 to 10
Buildings		15 to 20

Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense in the accompanying Consolidated Statements of Operations. Amortization is calculated using the straight-line method over the shorter of the useful lives or the term of the underlying lease agreements.

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Adeptus Health LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset or group of assets might not be recoverable. The Company does not perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would indicate a potential impairment include a significant decline in the observable market value of an asset or a significant change in the extent or manner in which an asset is used. The impairment review includes a comparison of future projected cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value. The Company recorded long-lived asset impairment charges of $0.3 million for the year ending December 31, 2012, associated with the closing of the former corporate headquarters. There were no impairments recorded for the year ending December 31, 2013.

Goodwill

In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations, the purchase method of accounting requires that the excess of purchase price paid over the estimated fair value of identifiable tangible and intangible net assets of acquired businesses be recorded as goodwill. In accordance with the provisions of ASC 350, Intangibles—Goodwill and Other, goodwill is tested for impairment annually, and interim impairment tests are performed whenever an event occurs or circumstances change that indicate an impairment has more likely than not occurred. The Company has one reporting unit and goodwill is evaluated at that level. To determine whether goodwill is impaired, a two-step impairment test is performed. Goodwill is evaluated for impairment by comparing the current fair value of the Company's reporting unit to its recorded value, including goodwill. If the fair value of the reporting unit exceeds the carrying value, no impairment is indicated. If the fair value of a reporting unit exceeds the carrying value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The Company has established October 31 as the date for its annual impairment review.

The Company estimates the fair value of its total invested capital using an income and market approach, reduced by interest bearing debt as of the valuation date. These valuations require management to make estimates and assumptions regarding industry economic factors and prospective financial information. There were no goodwill impairment charges recorded for the years ended December 31, 2012 and 2013.

Intangible Assets

Intangible assets are recorded at their estimated fair values as of the date of acquisition. Intangible assets consist of trade and domain names and noncompete agreements. In accordance with ASC 350, Intangibles—Goodwill and Other, the Company reviews the intangible assets with indefinite lives, which include trade and domain names, at least annually for impairment, or more often if triggering events exist. Intangible assets with definite lives are reviewed for impairment if an indicator of impairment

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Adeptus Health LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

exists similar to long-lived assets. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value. There were no impairment charges recorded on intangible assets for the years ended December 31, 2012 and 2013. Intangible assets with finite useful lives are amortized over their estimated useful life.

Fair Value of Financial Instruments

The carrying amounts of the Company's financial instruments, including cash, receivables, accounts payable, and accrued liabilities approximate their fair value due to their relatively short maturities. For the years ended December 31, 2012 and 2013, the carrying value of the Company's long-term debt was based on the current interest rates and approximates its fair value.

Derivative Instruments and Hedging Activities

The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives not designated as a hedging instrument, changes in the fair value are recorded in net earnings immediately. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive income, to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings.

For the year ending December 31, 2012 and continuing through October 30, 2013, the Company maintained one derivative instrument that it did not designate as a hedge. As a result, changes in the fair value are recorded in earnings for this period. Beginning in November 2013, the Company only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or years during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

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Adeptus Health LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

sold, terminated, or exercised or the cash flow hedge is dedesignated because a forecasted transaction is not probable of occurring.

In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings. When it is probable that a forecasted transaction will not occur, the Company discontinues hedge accounting and recognizes immediately in earnings gains and losses that were accumulated in other comprehensive income related to the hedging relationship.

Lease Accounting

The Company determines whether to account for its facility leases as operating or capital leases depending on the underlying terms of the lease agreement. This determination of classification is complex and requires significant judgment relating to certain information including the estimated fair value and remaining economic life of the facilities, the Company's cost of funds, minimum lease payments and other lease terms. The lease rates under the Company's lease agreements are subject to certain conditional escalation clauses that are recognized when probable or incurred and are based on changes in the consumer price index or certain operational performance measures. As of December 31, 2013, the Company leased twenty-five facilities, twenty-four of which the Company classified as operating leases and one of which the Company classified as a capital lease.

Income Taxes

No provision has been made for federal income taxes since the Company is taxed as a partnership for federal income tax purposes. Income and losses are to be included in the tax returns of the individual owners. The Company is, however, subject to the Texas margin tax. Estimated taxes of approximately $0.5 million and $0.7 million are included in the provision for income taxes in the financial statements for the years ended December 31, 2012 and 2013, respectively. The Company's estimate of the potential outcome of any uncertain tax positions is subject to management's assessment of relevant risks, facts, and circumstances existing at that time. The Company uses a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

To the extent that the Company's assessment of such tax position changes, the change in estimate is recorded in the period in which the determination is made. The Company reports tax related interest and penalties as a component of the provision for income tax and operating expenses, respectively, if applicable. The Company has not recognized any uncertain tax positions.

Deferred Rent

The Company records rent expense for operating leases on a straight-line basis over the life of the related leases. The Company has certain facility and equipment leases that allow for leasehold improvements allowance, free rent, and escalating rental payments. Straight-line expenses that are greater than the actual amount paid are recorded as deferred rent and amortized over the life of the lease.

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Adeptus Health LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

The preparation of the Company's consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on historical experience and various other factors. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of fixed assets, revenue recognition, allowances for doubtful accounts, leases, reserves for employee health benefit obligations, stock-based compensation, and other contingencies.

Recent Accounting Pronouncements

Recently issued accounting pronouncements did not or are not believed by management to have a material impact on the Company's present or future financial statements.

NOTE 3—PROPERTY AND EQUIPMENT

Property and equipment consisted of the following (in thousands):

	December 31, 2012			December 31, 2013

Leasehold improvements	$	9,008		$	37,626
Computer equipment		135			1,583
Medical equipment		2,155			2,970
Office equipment		235			760
Automobiles		216			243
Land		567			2,430
Construction in progress		7,627			17,788
Buildings		1,281			4,551


		21,224			67,951
Less accumulated depreciation		(1,402	)		(5,864	)


Property and equipment, net	$	19,822		$	62,087

Assets under capital leases totaled approximately $33,300 and $3.9 million as of December 31, 2012 and 2013, respectively, and were included within buildings, computer equipment, medical equipment, office equipment, and automobiles. Accumulated amortization associated with these capital lease assets totaled approximately $18,000 and $23,000 for the years ended December 31, 2012 and 2013, respectively.

NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS

In addition to the aforementioned goodwill, trade and domain names that were acquired as a part of the acquisition, the Company also acquired noncompete agreements in the total amount of

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Adeptus Health LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

$8.9 million. The noncompete agreements are for a 5-year term, and the related asset is amortized over this period. Amortization expense totaled approximately $1.8 million for each of the years ended December 31, 2012 and 2013, respectively.

The following table summarizes the changes in goodwill during the years ended December 31 (in thousands):

	2012		2013

Balance at beginning of year	$	60,939	$	61,009
Adjustment related to purchase transaction		70		—


Balance at end of year	$	61,009	$	61,009

The following table summarizes the changes in intangible assets during the years ended December 31, 2012 and 2013 (in thousands):

	Noncompete Agreements		Trade Names		Domain Names		Total

Balance at December 31, 2011	$	8,455	$	9,300	$	7,600	$	25,355
Additions		—		—		—		—
Amortization		1,780		—		—	$	1,780


Balance at December 31, 2012	$	6,675	$	9,300	$	7,600	$	23,575




Additions		—		—		—		—
Amortization		1,780		—		—	$	1,780


Balance at December 31, 2013	$	4,895	$	9,300	$	7,600	$	21,795

The following is the estimated annual amortization expense (in thousands) for the noncompete agreements:


2014	$	1,780
2015		1,780
2016		1,335


	$	4,895

NOTE 5—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company uses interest-rate-related derivative instruments to manage its exposure related to changes in interest rates on its variable-rate debt instruments. The Company does not enter into derivative instruments for any purpose other than cash flow hedging. The Company does not speculate using derivative instruments.

By using derivative financial instruments to hedge exposures to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 5—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty, and therefore, the Company is not exposed to the counterparty's credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties whose credit rating is higher than Aa. The derivative instruments entered into by the Company do not contain credit-risk-related contingent features.

Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates, currency exchange rates, or commodity prices. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

The Company assesses interest rate risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. The Company maintains risk management control systems to monitor interest rate risk attributable to both the Company's outstanding or forecasted debt obligations as well as the Company's offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on the Company's future cash flows.

Changes in the fair value of interest rate swaps and cap agreements designated as hedging instruments that effectively offset the variability of cash flows associated with variable-rate, long-term debt obligations are reported in accumulated other comprehensive income. These amounts subsequently are reclassified into interest expense as a yield adjustment of the hedged interest payments in the same period in which the related interest affects earnings.

In May 2012, the Company entered into a forward interest rate swap agreement with a notional amount of $24.0 million to manage exposure to changes in interest rates associated with its variable interest rate debt. This swap agreement was not designated by the Company as a hedge; therefore, changes in the fair market value of the derivative are included as a component of other (expense) income within the Consolidated Statements of Operations for the years ended December 31, 2013 and 2012. This agreement had the economic effect of modifying the LIBOR variable component of the Company's interest rate on an equivalent amount of the Company's Term Loan to a fixed rate of 1.20%. The swap agreement was effective April 30, 2013 and expired April 30, 2017 requiring monthly interest payments. The Company incurred a fee of $0.4 million to terminate the interest rate swap agreement in November 2013 when it repaid the term loan.

As of December 31, 2013, the Company maintained one interest rate cap agreement with notional amount totaling $37.5 million. This agreement has the economic effect of capping the LIBOR variable component of the Company's interest rate at a maximum of 3.00% on an equivalent amount of the Company's Term Loan debt. The cap agreement was entered into in November 2013 at a cost of $0.09 million and expires on November 30, 2016. This cap agreement is designated as a cash flow hedge and, as a result, changes in the fair values of this cap agreement are reported in other comprehensive income. The fair market value at December 31, 2013 approximates the carrying value;

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Adeptus Health LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 5—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

therefore, there are not any deferred gains accumulated in other comprehensive income at December 31, 2013. The cap agreement does not contain credit-risk contingent features.

The following table summarizes the Company's derivative instruments as of December 31, 2012 and 2013 (in thousands):

		December 31, 2012		December 31, 2013

	Balance Sheet Location	December 31, 2012		December 31, 2013
	Balance Sheet Location	Fair Value		Fair Value
Derivative designated as hedging instruments
Interest rate contracts	Other long-term assets		—		$92
Derivatives not designated as hedging instruments
Interest rate swap	Other long-term liabilities		$533		—

NOTE 6—ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses (in thousands) consisted of the following:

	December 31, 2012		December 31, 2013

Accounts payable	$	1,417	$	9,405
Accrued expenses		3,395		1,267
Accrued tax distribution to owners		2,042		3,772
Other		519		763


Total accounts payable and accrued expenses	$	7,373	$	15,207

NOTE 7—DEMAND NOTE PAYABLE

In September 2011, the Company entered into a $36.0 million revolving demand note with a financial institution for the purpose of acquiring the majority member interests of the previous owners and to replace the Company's existing credit facility. The note, which is collateralized by the personal property of the Company, bears interest at the higher of (1) the lender's prime rate plus 2% per annum or (2) the LIBOR quoted rate for the day plus 4.75% per annum as defined in the agreement. The majority owner of the Company guaranteed 100% of the demand note. On April 16, 2012, the Company paid in full the revolving demand note in the amount of $24.5 million. The principal payoff was $24.4 million, and the remainder of the amount paid was related to interest and other charges.

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Adeptus Health LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 8—LONG-TERM DEBT

Long-term debt at December 31, 2012 and 2013 consists of the following (in thousands):

	December 31, 2012			December 31, 2013

Term loan	$	22,284		$	75,000
Revolving loan and line of credit		1,000			—
Insurance financing agreement		319			504


		23,603			75,504
Less current maturities		(3,751	)		(504	)


	$	19,852		$	75,000

In April 2012, the Company entered into a credit facility with a financial institution. The facility consisted of a $15.0 million revolving loan and a $24.0 million term loan. The Company drew $1.0 million against the revolving loan at December 31, 2012. The revolving loan was used for working capital and general corporate purposes. The term loan was payable in quarterly installments of $0.9 million plus interest through April 2017.

The line of credit and the term loan were secured by all of the assets of the Company. They both bore interest at LIBOR plus the applicable margin (3.25% for any LIBOR borrowing or 2.25% for any base rate borrowing) or, at the option of the Company, the base rate (defined as the highest of (a) the financial institutions' prime rate, (b) the Federal Funds rate plus 0.50% or (c) LIBOR plus 1.0%) plus the applicable margin. The interest rate at December 31, 2012 was 3.46%.

The credit facility for the revolving loan contained certain restrictions and conditions that, among other things, require the Company to comply with specified financial covenant ratios, including, at the end of any fiscal quarter, a consolidated leverage ratio of not greater than 2.5 to 1.0 and a consolidated fixed charge ratio of not less than 2.0 to 1.0. As of December 31, 2012, the Company believes it was in compliance with all of these restrictions and covenants. In June 2013, the credit facility was amended to increase the revolving commitments to $34.3 million. In November 2013, the Company repaid the outstanding balance of $18.9 million on the term loan and $28.0 million on the revolving loan by utilizing borrowings from a new credit agreement. Such repayment resulted in a loss of approximately $0.4 million on the write-off of deferred financing costs.

On October 31, 2013, the Company entered into a Senior Secured Credit Facility (the Facility) for a $75.0 million term loan, bearing interest at LIBOR plus the applicable rate of 7.50%, which matures on October 31, 2018. The Facility includes an additional $165.0 million delayed draw term loan commitment, which, if unused, expires eighteen months after the closing date, and a $10.0 million revolving commitment that matures on October 31, 2018. All of the Company's assets are pledged as collateral under the Facility. The borrowing under the Facility is used by the Company to provide financing for working capital, capital expenditures, for new facility expansion, and to replace the Company's existing credit facility.

The Facility includes an unused line fee of 0.50% per annum on the revolving commitment and delayed draw term loan commitment, a draw fee of 1.0% of the principal amount of each borrowing on

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Adeptus Health LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 8—LONG-TERM DEBT (Continued)

the delayed draw term loan and an annual Agency fee of $0.1 million. At December 31, 2013, the Company has $165.0 million and approximately $9.5 million available under the delayed draw term commitment and the revolving commitment, respectively. The original principal amount of the term loan will be repaid in consecutive quarterly installments of $0.5 million on the last day of each fiscal quarter commencing with the fiscal quarter ending December 31, 2015 and escalating to $0.9 million for each fiscal quarter ending after December 31, 2016. The delayed draw term loans will be repaid in consecutive quarterly installments in an amount based on the repayment calculation contained in the Credit Agreement on the last day of each fiscal quarter commencing with the fiscal quarter ending December 31, 2015. The Company will repay the aggregate principal amount of all revolving loans outstanding on the maturity date, October 31, 2018.

The Facility contains certain affirmative covenants, negative covenants, and financial covenants, which will be measured on a quarterly basis beginning with the quarter ending March 31, 2014.

In October 2013, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $0.8 million. The finance agreement has a fixed interest rate of 1.93% with principal being repaid over 9 months. In October 2012, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $0.4 million. The finance agreement has a fixed interest rate of 3.48% with principal being repaid over 11 months.

Future Maturities

Scheduled future aggregate maturities of principal of long-term debt are as follows (in thousands):

Years ending December 31,	Amount

2014	$	504
2015		469
2016		1,875
2017		3,750
2018		68,906


	$	75,504

NOTE 9—TRANSACTIONS WITH RELATED PARTIES

In 2013, the Company made a termination payment of $0.25 million to the former CEO. He continues to be on the Board of Directors, as its Chairman.

The Company made payments to the Purchaser of the Company for management services and reimbursement of certain expenses. The total amount paid to this related party was approximately $0.6 million for each of the years ended December 31, 2012 and 2013.

The Company made payments for contractor services to various related-party vendors, which totaled approximately $0.1 million and $0.06 million for the years ended December 31, 2012 and 2013, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 10—EMPLOYEE BENEFIT PLANS

The Company provides a 401(k) savings plan to all employees who have met certain eligibility requirements, including performing one month of service with the Company. The 401(k) plan permits matching and discretionary employer contributions. During the year ended December 31, 2013, the Company contributed approximately $0.3 million to the 401(k) Plan for 2012 matching contributions. The board of directors approved a contribution of $0.5 million for the year ended December 31, 2013, which will be paid during 2014.

NOTE 11—COMMITMENTS AND CONTINGENCIES

Litigation and Asserted Claims

The Company is a defendant in various legal proceedings arising in the ordinary course of business. Management believes the outcome of pending litigation and claims will not have a material adverse effect on the Company's consolidated financial condition, operations, or cash flows.

Insurance Arrangements

In 2013, the Company became self-insured for employee health benefits. Accruals for losses are provided based upon claims experience and actuarial assumptions, including provisions for incurred but not reported losses. As of December 31, 2013, the Company has an accrual of approximately $0.7 million for incurred but not reported claims, which is included in accrued compensation within the Consolidated Balance Sheets.

The Company is insured for worker's compensation claims up to $1.0 million per accident and per employee with a policy limit of $1.0 million. The Company submits periodic payments to its insurance broker based upon estimated payroll. Worker's compensation expense for the years ending December 31, 2012 and December 31, 2013 was approximately $0.03 million and $0.07 million, respectively. The Company is insured for professional liability claims up to $1.0 million per incident and $3.0 million per facility with an aggregate policy limit of $20.0 million.

Leases

The Company leases certain medical facilities and equipment under various noncancelable operating leases. In June 2013, the Company entered into a Master Funding and Development Agreement with a real estate investment trust to fund future facilities. The lessor to the Master Funding and Development Agreement will acquire parcels of land, fund the ground-up construction of new freestanding emergency room facilities and lease the facilities to the Company upon completion of construction. Under the terms of the agreement, the lessor is to fund all hard and soft costs, including the project purchase price, closing costs and pursuit costs for the assets relating to the construction of up to twenty-five facilities with a maximum aggregate funding of $100.0 million. Each completed project will be leased for an initial term of 15 years, with three 5-year renewal options. The Company follows the guidance in ASC 840, Leases, and ASC 810, Consolidation, in evaluating the lease as a build-to-suit lease transaction to determine whether the Company would be considered the accounting owner of the facilities during the construction period. In applying the accounting guidance, the Company concluded that the one facility completed in 2013 under this arrangement qualified for

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Adeptus Health LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 11—COMMITMENTS AND CONTINGENCIES (Continued)

capitalization. As of December 31, 2013, the Company has a receivable of approximately $2.0 million from the lessor for costs incurred for facilities currently under development.

The Company entered into a lease of approximately 40,000 square feet for its corporate headquarters in October 2012. Lease expense associated with this lease was $0.1 million and $0.7 million for the years ended December 31, 2012 and 2013, respectively.

Future minimum lease payments required under noncancelable operating leases and future minimum, capital lease payments as of December 31, 2013 are (in thousands):

Years ending December 31,	Capital leases			Operating leases

2014	$	475		$	7,066
2015		484			6,669
2016		494			5,781
2017		504			4,143
2018		514			2,741
Thereafter		5,690			7,012


Total future minimum lease payments	$	8,161		$	33,412
Less: Amounts representing interest		(4,254	)


Present value of minimum lease payments		3,907
Current portion of capital lease obligations		58


Long-term portion of capital lease payments	$	3,849

Rent expense totaled approximately $2.1 million and $4.5 million for the years ended December 31, 2012 and 2013, respectively and is included as a component of other operating expenses within the Consolidated Statements of Operations.

In January 2013, the Company entered into a termination agreement with the landlord of the leased facility in Georgetown, Texas. Under the termination agreement, the landlord and the Company mutually released the other from any further obligations under the lease and any liability, cause of action, claim, or loss arising out of or connected with the lease. In accordance with the termination agreement, the Company paid the landlord a lease termination fee of $0.2 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 12—SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information and supplemental noncash activities consisted of the following (in thousands):

	December 31, 2012		December 31, 2013

Supplemental cash flow information:
Interest paid	$	1,091	$	2,486
Franchise taxes paid		296		530
Supplemental noncash activities:
Acquisition of property and equipment in accounts payable and accrued expenses	$	2,341	$	467
Assets acquired through capital lease		—		3,911
Note payable for insurance premiums		390		757
Accrual of owner distributions		2,042		1,735

NOTE 13—OWNERS' EQUITY

The Company has Class A and Class B membership units (regular units) and incentive units. Owners' equity of the Company at December 31, 2013, consists of Class A units issued to the Purchaser and management and Class B units issued to the existing owners at the time of the transaction. Class A and Class B units are preferred units, with voting rights, and represent an interest in the capital, profits, losses, and distributions of the Company. The voting power of each member is determined by each member's ownership percentage. The board of directors, in its sole discretion, may cause the Company to make distributions of available cash to the unit holders in the order of priority contained within the Company Agreement. The Company is authorized to issue 10,133 incentive units under individual Restricted Unit Agreements (Agreements) with key executives and nonemployee directors. The number of authorized incentive units can be increased by the board of directors at any time in its sole discretion. Incentive units represent interests in the profits and losses, but not the capital of the Company and have no voting rights. The Company has 57,870 and 57,953 Class A units issued and outstanding as of the years ended December 31, 2012 and 2013, respectively, and 19,000 Class B units issued and outstanding for each of the years ended December 31, 2012 and 2013. As of December 31, 2012, the Company had 8,231 incentive units issued and outstanding, of which 7,176 contain time-based vesting schedules and 1,055 contain performance-based vesting criteria. As of December 31, 2013, the Company has 9,582 incentive units issued and outstanding, of which 8,316 contain time-based vesting schedules and 1,266 contain performance based vesting criteria.

Profits and losses are allocated to the unit holders based on their respective ownership percentages of the Company. Distributions made to unit holders are at the discretion of the Company's board of directors, with amounts due to Class A unit holders based on specified terms in the LLC agreement having first priority, amounts due to Class B unit holders having second priority, and any remaining available cash distributed to all unit holders. Total distributions of $0.2 million and $0.03 million were made to Class A unit holders during the years ended December 31, 2012 and 2013, respectively. Tax distributions in the amount of $2.0 million and $3.8 million were accrued as of December 31, 2012 and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 13—OWNERS' EQUITY (Continued)

2013, respectively, for payout to Class A unit holders as required by the LLC agreement. Total distributions of $0.5 million were made to Class B unit holders during 2012.

Equity-Based Compensation Arrangements

Under the provisions of FASB ASC 718, Compensation—Stock Compensation, the Company is required to measure and recognize compensation expense for equity based compensation arrangements with employees in its consolidated financial statements using a calculated fair-value based option pricing model. The Company has issued Agreements awarding incentive units (restricted units) in the Company to certain employees and nonemployee directors. The restricted units are subject to such conditions as continued employment, passage of time and/or satisfaction of performance criteria as specified in the agreements. The restricted units vest over 3 to 4 years from the date of grant. The Company used a waterfall calculation, based on the capital structure and payout of each class of debt and equity, and a present value pricing model less marketability discount to determine the fair values of the restricted units. The assumptions used for the 2012 incentive units included a risk-free interest rate of 0.72%, volatility of 30.0% and a dividend yield of 0%. The weighted average fair value of incentive units granted during 2012 was $204 and $37 for the time-based and performance based units, respectively. The assumptions used in the price simulation model for the 2013 incentive units included risk-free interest rates of 0.93%, volatility of 25.0% and a dividend rate of 0%. The weighted average fair value of incentive units granted during 2013 was $1,262 and $384 for the time-based and performance based units, respectively.

The Company recorded compensation expense of $0.3 million and $0.6 million during the years ended December 31, 2012 and 2013, respectively, related to restricted units with time-based vesting schedules. Compensation expense for the value of the portion of the time-based restricted unit that is ultimately expected to vest is recognized using a straight-line method over the vesting period, adjusted for forfeitures. No compensation expense was recorded during the years ended December 31, 2013 and 2012 related to restricted units with performance-based vesting criteria. If, and when, the Company determines it is probable that the performance condition will be achieved, compensation expense will be recognized cumulatively in such period. Total unrecognized compensation expense related to performance based restricted units was $0.1 million as of December 31, 2013.

As of December 31, 2012 and 2013, the Company had approximately $1.2 million and $2.1 million of total unrecognized compensation expense related to time-based restricted units currently outstanding, to be recognized in future years, ending December 31, as follows (in thousands):


2014	$	739
2015		721
2016		471
2017		132

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2012 and December 31, 2013

(Dollars in thousands)

NOTE 13—OWNERS' EQUITY (Continued)

Stock Subscription Agreement

In April 2012, the Company entered into a subscription agreement for $0.3 million with one of its employees in exchange for 250 Class A units. The agreement is payable in three equal annual principal installments beginning in March 2013 and bearing interest at 8%, compounded quarterly. The Company received a payment of $0.1 million on the subscription agreement in March 2013.

NOTE 14—SUBSEQUENT EVENTS

In November 2013, First Choice ER, LLC formed a new holding company. With the increasing need for additional access to quality medical care, First Choice ER, LLC has the opportunity to continue to grow through First Choice Emergency Room as well as expand through new ventures. Adeptus Health LLC is the holding company created to support current and future businesses. In March 2014, unit holders of the Company exchanged units held for matching units of Adeptus Health LLC and the Company became a wholly owned subsidiary of Adeptus Health LLC. All periods have been presented as if the exchange had occurred at the beginning of the period.

In January 2014, the Company amended the lease agreement for the corporate headquarters in order to lease an additional 40,000 square feet of office space.

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CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31, 2013		March 31, 2014

	(audited)		(unaudited)
ASSETS
Current assets
Cash	$	11,495	$	1,127
Restricted cash		294		1,322
Accounts receivable, less allowance for doubtful accounts of $5,295 and $8,113, respectively		15,887		18,189
Other receivables and current assets		3,901		6,914
Medical supplies inventory		1,494		1,917


Total current assets		33,071		29,469
Property and equipment, net		62,087		69,184
Deposits		750		634
Intangibles, net		21,795		21,350
Goodwill		61,009		61,009
Other long-term assets		4,580		4,388


Total assets	$	183,292	$	186,034




LIABILITIES AND OWNERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	15,207	$	15,166
Accrued compensation		9,158		7,461
Current maturities of long-term debt		504		336
Current maturities of capital lease obligations		58		66
Deferred rent		497		434


Total current liabilities		25,424		23,463
Long-term debt, less current maturities		75,000		82,000
Capital lease obligations, less current maturities		3,849		4,002
Deferred rent		368		1,026


Total liabilities		104,641		110,491
Commitments and contingencies
Owners' equity		78,651		75,543


Total liabilities and owners' equity	$	183,292	$	186,034

The accompanying notes are an integral part of these unaudited financial statements.

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UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

	Three months ended March 31,

	2013			2014
Patient service revenue	$	23,297		$	44,529
Provision for bad debts		(2,261	)		(5,748	)


Net patient service revenue		21,036			38,781


Operating expenses:
Salaries, wages and benefits		14,009			24,980
General and administrative		3,230			6,220
Other operating expenses		2,420			4,863
Loss from the disposal or impairment of assets		108			2
Depreciation and amortization		1,684			3,057


Total operating expenses		21,451			39,122


Loss from operations		(415	)		(341	)


Other (expense) income:
Interest expense		(288	)		(2,206	)


Loss before provision for income taxes		(703	)		(2,547	)
Provision for income taxes		132			220


Net loss	$	(835	)	$	(2,767	)

The accompanying notes are an integral part of these unaudited financial statements.

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UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN OWNERS' EQUITY

(Amounts in thousands, except unit data)

		Class A				Class B			APIC		OCI			Total owners' equity

Balance, December 31, 2013	57,953	$	54,844		19,000	$	18,854		$	4,953		—		$	78,651
Unrealized loss on interest rate contract	—		—		—		—			—		(18	)		(18	)
Stock-based compensation	—		—		—		—			160		—			160
Net loss	—		(2,084	)	—		(683	)		—		—			(2,767	)
Distributions	—		(483	)	—		—			—		—			(483	)


Balance, March 31, 2014	57,953	$	52,277		19,000	$	18,171		$	5,113	$	(18	)	$	75,543

The accompanying notes are an integral part of these unaudited financial statements.

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UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Three months ended March 31,

	2013			2014
Cash flows from operating activities:
Net loss	$	(835	)	$	(2,767	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss from the disposal or impairment of assets		108			2
Depreciation and amortization		1,684			3,057
Amortization of deferred loan costs		24			198
Provision for bad debts		2,261			5,748
Stock-based compensation		95			160
Changes in operating assets and liabilities:
Restricted cash		—			(1,028	)
Accounts receivable		(2,541	)		(8,050	)
Other receivables and current assets		(176	)		(1,333	)
Medical supplies inventory		(111	)		(422	)
Other long—term assets		—			15
Accounts payable and accrued expenses		(844	)		(1,442	)
Accrued compensation		(427	)		(1,697	)
Deferred rent		5			596


Net cash used in operating activities		(757	)		(6,963	)


Cash flows from investing activities:
Proceeds from sale of property and equipment		45			—
Deposits		(105	)		116
Capital expenditures		(5,269	)		(10,297	)


Net cash used in investing activities		(5,329	)		(10,181	)


Cash flows from financing activities:
Proceeds from long-term borrowings		5,000			7,000
Payment of deferred loan costs		—			(38	)
Payments on borrowings		(964	)		(168	)
Payment of capital lease obligations		(1	)		(18	)
Issuance of Class A units		83			—


Net cash provided by financing activities		4,118			6,776


Net decrease in cash		(1,968	)		(10,368	)
Cash, beginning of year		3,455			11,495


Cash, end of year	$	1,487		$	1,127

See Note 10 for Supplemental Cash Flow Information and Supplemental Noncash Activities

The accompanying notes are an integral part of these financial statements.

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Adeptus Health LLC and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

NOTE 1—ORGANIZATION

Adeptus Health LLC (the Company) or its predecessors began operations in 2002 and currently operates 32 freestanding, fully equipped emergency room facilities in the states of Texas and Colorado, delivering both major and minor emergency medical services for adult and pediatric patients.

In November 2013, the Company was formed as a new holding company. With the increasing need for additional access to quality medical care, the Company has the opportunity to continue to grow through First Choice Emergency Room as well as expand through new ventures. In March 2014, unit holders of the First Choice ER, LLC exchanged units held for matching units of Adeptus Health LLC and First Choice ER, LLC became a wholly owned subsidiary of Adeptus Health LLC.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company does not have any non-wholly owned subsidiaries or investments in variable interest entities.

The consolidated financial statements have not been audited. These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for the fair statement of our financial position as of March 31, 2014, and the results of operations and cash flows for the three months ended March 31, 2013 and 2014 and the owners' equity for the three months ended March 31, 2014 and are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any other period.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2012 and 2013.

Cash and Cash Equivalents and Concentrations of Risk

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Adeptus Health LLC and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Restricted Cash

Beginning in October 2013, the Company is required to restrict cash for a letter of credit related to the Master Funding and Development Agreement. See Note 9 (Commitments and Contingencies) for more information. The letter of credit is issued in an amount equal to 50% of one year's base rent relating to the one facility completed in 2013. As of December 31, 2013 and March 31, 2014, total restricted cash was $0.3 million and $1.3 million, respectively.

Patient Revenue and Accounts Receivable

Revenue is recognized when services are rendered to patients. Charges for all services provided to insured patients are initially billed and processed by the patients' insurance provider. The Company has agreements with insurance companies that provide for payments to the Company at amounts different from its established rates or as determined by the patient's out of network benefits. Differences between established rates and those set by insurance programs, as well as charity care, employee and prompt pay adjustments, are recorded as adjustments directly to patient service revenue. Fee adjustments of approximately $13.3 million and $22.3 million were recorded for the three months ended March 31, 2013 and 2014, respectively. Amounts not covered by the insurance companies are then billed to the patients. Estimated uncollectible amounts from insured patients are recorded as bad debt expense in the period the services are provided. Collection of payment for services provided to patients without insurance coverage is done at the time of service.

Patient service revenue before the provision for bad debts by major payor source for the three months ended March 31, 2013 and 2014 are as follows (in thousands):

	March 31, 2013		March 31, 2014

Third-party payors, including patient portion	$	22,896	$	43,672
Self-pay		401		857


Total all payors	$	23,297	$	44,529

The Company receives payments from third-party payors that have contracts with the Company in Texas and Colorado. As of March 31, 2014, the Company has a contract with Blue Cross Blue Shield of Texas and two MultiPlan arrangements whereby the Company accesses a number of third-party payors at in-network rates. Four major third-party payors accounted for 85.4% and 82.7% of patient service revenue for the three months ended March 31, 2013 and 2014, respectively. These same payors also accounted for 79% and 78% of accounts receivable as of December 31, 2013 and March 31, 2014,

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Adeptus Health LLC and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

respectively. The following table sets forth the percentage of patient service revenue earned by major payor source for the three months ending March 31:



Payor:
Blue Cross Blue Shield	26.5	%	27.7	%
United HealthCare	27.4		24.5
Aetna	20.2		19.1
Cigna	11.3		11.4
Other	14.6		17.3


	100.0	%	100.0	%

The Company writes off as bad debt expense uncollectible accounts receivable arising from patient responsibility after all collection efforts have been exhausted and it has been determined such accounts will not be collected. Bad debt write-offs of approximately $1.3 million and $2.9 million were recorded for the three months ended March 31, 2013, and 2014, respectively.

The Company treats anyone that is emergent, including patients that may be eligible for Medicare or Medicaid. These services are provided at no charge to the patient. Total charity care was approximately 5.6% and 9.4% of net patient service revenue for the three months ended March 31, 2013 and 2014, respectively.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense for the three months ended March 31, 2013 and 2014 was approximately $0.4 million and $0.6 million, respectively, and are included as a component of general and administrative expenses within the Unaudited Consolidated Statements of Operations.

Medical Supplies Inventory

Inventory is carried at the lower of cost or market using the first-in, first-out method and consists of a standard set of medical supplies held in stock at all facilities.

Property and Equipment

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Adeptus Health LLC and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

life of the improvements. When assets are retired, the cost and applicable accumulated depreciation are removed from the respective accounts, and the resulting gain or loss is recognized. Expenditures for normal repairs and maintenance are expensed as incurred. Material expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset.

Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense in the accompanying unaudited consolidated Statements of Operations. Amortization is calculated using the straight-line method over the shorter of the useful lives or the term of the underlying lease agreements.

Fair Value of Financial Instruments

The carrying amounts of the Company's financial instruments, including cash, receivables, accounts payable, and accrued liabilities approximate their fair value due to their relatively short maturities. For the three months ended March 31, 2013 and 2014, the carrying value of the Company's long-term debt was based on the current interest rates and approximates its fair value.

Derivative Instruments and Hedging Activities

For the three months ended March 31, 2013, the Company maintained one derivative instrument that it did not designate as a hedge. As a result, changes in the fair value are recorded in earnings for this period. Beginning in November 2013, the Company only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or years during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

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Adeptus Health LLC and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised or the cash flow hedge is dedesignated because a forecasted transaction is not probable of occurring.

Lease Accounting

The Company determines whether to account for its facility leases as operating or capital leases depending on the underlying terms of the lease agreement. This determination of classification is complex and requires significant judgment relating to certain information including the estimated fair value and remaining economic life of the facilities, the Company's cost of funds, minimum lease payments and other lease terms. The lease rates under the Company's lease agreements are subject to certain conditional escalation clauses that are recognized when probable or incurred and are based on changes in the consumer price index or certain operational performance measures. As of March 31, 2014, the Company leased thirty-two facilities, thirty-one of which the Company classified as operating leases and one of which the Company classified as a capital lease.

Income Taxes

No provision has been made for federal income taxes since the Company is taxed as a partnership for federal income tax purposes. Income and losses are to be included in the tax returns of the individual owners. The Company is, however, subject to the Texas margin tax. Estimated taxes of approximately $0.1 million and $0.2 million are included in the provision for income taxes in the financial statements for the three months ended March 31, 2013 and 2014, respectively. The Company's estimate of the potential outcome of any uncertain tax positions is subject to management's assessment of relevant risks, facts, and circumstances existing at that time. The Company uses a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Deferred Rent

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Adeptus Health LLC and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

greater than the actual amount paid are recorded as deferred rent and amortized over the life of the lease.

Use of Estimates

The preparation of the Company's unaudited consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on historical experience and various other factors. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of fixed assets, revenue recognition, allowances for doubtful accounts, leases, reserves for employee health benefit obligations, stock-based compensation, and other contingencies.

Recent Accounting Pronouncements

Recently issued accounting pronouncements did not or are not believed by management to have a material impact on the Company's present or future financial statements.

NOTE 3—PROPERTY AND EQUIPMENT

Property and equipment consisted of the following (in thousands):

	December 31, 2013			March 31, 2014

Leasehold improvements	$	37,626		$	50,016
Computer equipment		1,583			2,128
Medical equipment		2,970			3,419
Office equipment		760			1,495
Automobiles		243			243
Land		2,430			3,948
Construction in progress		17,788			11,834
Buildings		4,551			4,556


		67,951			77,639
Less accumulated depreciation		(5,864	)		(8,455	)


Property and equipment, net	$	62,087		$	69,184

Assets under capital leases totaled approximately $3.9 million and $4.1 million as of December 31, 2013 and March 31, 2014, respectively, and were included within buildings, computer equipment, medical equipment, office equipment, and automobiles. Accumulated expense associated with these capital lease assets totaled approximately $23,000 and $91,000 as of December 31, 2013 and March 31, 2014, respectively.

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Adeptus Health LLC and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes the changes in goodwill during the three months ended March 31 (in thousands),

	2014

Balance at beginning of year	$	61,009
Adjustment related to purchase transaction		—


Balance at end of year	$	61,009

The following table summarizes the changes in intangible assets during the three months ended March 31, 2014 (in thousands):

	Noncompete Agreements		Trade Names		Domain Names		Total

Balance at December 31, 2013	$	4,895	$	9,300	$	7,600	$	21,795
Additions		—		—		—		—
Amortization		445		—		—	$	445


Balance at December 31, 2014	$	4,450	$	9,300	$	7,600	$	21,350

NOTE 5—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

By using derivative financial instruments to hedge exposures to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty, and therefore, the Company is not exposed to the counterparty's credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties whose credit rating is higher than Aa. The derivative instruments entered into by the Company do not contain credit-risk-related contingent features.

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Adeptus Health LLC and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 5—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on the Company's future cash flows.

In May 2012, the Company entered into a forward interest rate swap agreement with a notional amount of $24.0 million to manage exposure to changes in interest rates associated with its variable interest rate debt. This agreement had the economic effect of modifying the LIBOR variable component of the Company's interest rate on an equivalent amount of the Company's Term Loan to a fixed rate of 1.20%. This swap agreement was not designated by the Company as a hedge as of March 31, 2013. There was no significant change in fair value for the three months ended March 31, 2013. Additionally, the Company did not utilize the swap agreement until April 30, 2013, and as such, it had no impact on the unaudited Consolidated Statement of Operations for the three months ended March 31, 2013.

As of March 31, 2014, the Company maintained one interest rate cap agreement with notional amount totaling $37.5 million. This agreement has the economic effect of capping the LIBOR variable component of the Company's interest rate at a maximum of 3.00% on an equivalent amount of the Company's Term Loan debt. The cap agreement was entered into in November 2013 at a cost of $0.09 million and expires on November 30, 2016. This cap agreement is designated as a cash flow hedge and, as a result, changes in the fair values of this cap agreement are reported in other comprehensive income. As of March 31, 2014, approximately $18,000 of deferred losses on derivative instruments are included in in other comprehensive income. The cap agreement does not contain credit-risk contingent features.

The following table summarizes the Company's derivative instruments as of December 31, 2013 and March 31, 2014 (in thousands):

		December 31, 2013		March 31, 2014

	Balance Sheet Location	December 31, 2013		March 31, 2014
	Balance Sheet Location	Fair Value		Fair Value
Derivative designated as hedging instruments
Interest rate contracts	Other long-term assets		$92		$74

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Adeptus Health LLC and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 6—ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses (in thousands) consisted of the following.

	December 31, 2013		March 31, 2014

Accounts payable	$	9,405	$	8,111
Accrued expenses		1,267		1,659
Accrued tax distribution to owners		3,772		4,254
Other		763		1,142


Total accounts payable and accrued expenses	$	15,207	$	15,166

NOTE 7—LONG-TERM DEBT

Long-term debt at December 31, 2013 and March 31, 2014 consists of the following (in thousands):

	December 31, 2013			March 31, 2014

Term loan	$	75,000		$	75,000
Revolving loan and line of credit		—			7,000
Insurance financing agreement		504			336


		75,504			82,336
Less current maturities		(504	)		(336	)


	$	75,000		$	82,000

The Facility includes an unused line fee of 0.50% per annum on the revolving commitment and delayed draw term loan commitment, a draw fee of 1.0% of the principal amount of each borrowing on the delayed draw term loan and an annual Agency fee of $0.1 million. At both December 31, 2013 and March 31, 2014, the Company has $165.0 million available under the delayed draw term commitment. At December 31, 2013 and March 31, 2014, the Company had approximately $9.5 million and $2.2 million available under the revolving commitment, respectively.

The original principal amount of the term loan will be repaid in consecutive quarterly installments of $0.5 million on the last day of each fiscal quarter commencing with the fiscal quarter ending December 31, 2015 and escalating to $0.9 million for each fiscal quarter ending after December 31, 2016. The delayed draw term loans will be repaid in consecutive quarterly installments in an amount based on the repayment calculation contained in the Credit Agreement on the last day of each fiscal quarter commencing with the fiscal quarter ending December 31, 2015. The Company will repay the aggregate principal amount of all revolving loans outstanding on the maturity date, October 31, 2018.

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Adeptus Health LLC and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 9—COMMITMENTS AND CONTINGENCIES (Continued)

The Facility contains certain affirmative covenants, negative covenants, and financial covenants, which will be measured on a quarterly basis beginning with the quarter ending March 31, 2014. As of March 31, 2014, the Company was in compliance with all covenants.

NOTE 8—TRANSACTIONS WITH RELATED PARTIES

The Company made payments to the Purchaser of the Company for management services and reimbursement of certain expenses. The total amount paid to this related party was approximately $0.5 million and $0.6 million for the three months ended March 31, 2013 and 2014, respectively.

The Company made payments for contractor services to various related-party vendors, which totaled approximately $17,000 and $16,000 for the three months ended March 31, 2013 and 2014, respectively.

NOTE 9—COMMITMENTS AND CONTINGENCIES

Litigation and Asserted Claims

Insurance Arrangements

In 2013, the Company became self-insured for employee health benefits. Accruals for losses are provided based upon claims experience and actuarial assumptions, including provisions for incurred but not reported losses. As of December 31, 2013 and March 31, 2014, the Company has an accrual of approximately $0.7 million and $0.6 million, respectively, for incurred but not reported claims, which is included in accrued compensation within the Consolidated Balance Sheets.

The Company is insured for worker's compensation claims up to $1.0 million per accident and per employee with a policy limit of $1.0 million. The Company submits periodic payments to its insurance broker based upon estimated payroll. Worker's compensation expense for the three months ending March 31, 2013 and March 31, 2014 was approximately $8,000 and $0.1 million, respectively. The Company is insured for professional liability claims up to $1.0 million per incident and $3.0 million per facility with an aggregate policy limit of $20.0 million.

Leases

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Adeptus Health LLC and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 9—COMMITMENTS AND CONTINGENCIES (Continued)

new freestanding emergency room facilities and lease the facilities to the Company upon completion of construction. Under the terms of the agreement, the lessor is to fund all hard and soft costs, including the project purchase price, closing costs and pursuit costs for the assets relating to the construction of up to twenty-five facilities with a maximum aggregate funding of $100.0 million. Each completed project will be leased for an initial term of 15 years, with three 5-year renewal options. The Company follows the guidance in ASC 840, Leases, and ASC 810, Consolidation, in evaluating the lease as a build-to-suit lease transaction to determine whether the Company would be considered the accounting owner of the facilities during the construction period. In applying the accounting guidance, the Company concluded that the one facility completed in 2013 under this arrangement qualified for capitalization. As of March 31, 2014, the Company has a receivable of approximately $4.1 million from the lessor for costs incurred for facilities currently under development.

The Company entered into a lease of approximately 40,000 square feet for its corporate headquarters in October 2012. Lease expense associated with this lease was $0.2 million and $0.2 million for the three months ended March 31, 2013 and 2014, respectively.

Future minimum lease payments required under noncancelable operating leases and future minimum, capital lease payments as of March 31, 2014 are (in thousands):

Years ending December 31,	Capital leases			Operating leases

2014 (9 months)	$	331		$	7,128
2015		507			9,091
2016		517			7,552
2017		527			5,596
2018		538			4,049
Thereafter		5,952			14,269


Total future minimum lease payments	$	8,372		$	47,685
Less: Amounts representing interest		(4,304	)


Present value of minimum lease payments		4,068
Current portion of capital lease obligations		66


Long-term portion of capital lease payments	$	4,002

Rent expense totaled approximately $0.9 million and $2.0 million for the three months ended March 31, 2013 and 2014, respectively and is included as a component of other operating expenses within the Unaudited Consolidated Statements of Operations.

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Adeptus Health LLC and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 10—SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information and supplemental noncash activities consisted of the following (in thousands):

	March 31, 2013		March 31, 2014

Supplemental cash flow information:
Interest paid	$	222	$	2,021
Supplemental noncash activities:
Acquisition of property and equipment in accounts payable and accrued expenses		—	$	918
Assets acquired through capital lease		—		176
Accrual of owner distributions		—		483

NOTE 11—OWNERS' EQUITY

The Company recorded compensation expense of $0.1 million and $0.2 million during the three months ended March 31, 2013 and 2014, respectively, related to restricted units with time-based vesting schedules. Compensation expense for the value of the portion of the time-based restricted unit that is ultimately expected to vest is recognized using a straight-line method over the vesting period, adjusted for forfeitures. No compensation expense was recorded during the three months ended March 31, 2013 and 2014 related to restricted units with performance-based vesting criteria. If, and when, the Company determines it is probable that the performance condition will be achieved, compensation expense will be recognized cumulatively in such period. Total unrecognized compensation expense related to performance based restricted units was $0.1 million as of March 31, 2014. No restricted units were granted for the three months ended March 31, 2014.

As of March 31, 2013 and 2014, the Company had approximately $2.2 million and $1.8 million of total unrecognized compensation expense related to time-based restricted units currently outstanding, to be recognized in future years, ending March 31, as follows (in thousands):


2014	$	531
2015		700
2016		461
2017		126

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Adeptus Health Inc.:

We have audited the accompanying balance sheet of Adeptus Health Inc. (the Company) as of March 14, 2014. This balance sheet is the responsibility of the Company's management. Our responsibility is to express an opinion on this balance sheet based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Adeptus Health Inc. as of March 14, 2014, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Dallas, Texas
March 14, 2014

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Adeptus Health Inc.

BALANCE SHEETS

	March 14, 2014		March 31, 2014

	(audited)		(unaudited)
ASSETS
Current assets:
Cash	$	1	$	1


Total assets	$	1	$	1




STOCKHOLDER'S EQUITY
Stockholder's equity:
Common stock, $0.01 par value, 100 shares authorized, issued and outstanding	$	1	$	1


Total stockholder's equity	$	1	$	1

The accompanying notes are an integral part of this balance sheet.

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Adeptus Health Inc.

NOTES TO BALANCE SHEETS

NOTE 1. FORMATION OF THE COMPANY AND DESCRIPTION OF BUSINESS

Adeptus Health Inc. (the "Company") was incorporated as a Delaware corporation on March 7, 2014. Pursuant to a reorganization into a holding company structure, the Company will be a holding company and its sole material asset will be a controlling equity interest in Adeptus Health LLC. As the sole managing member of Adeptus Health LLC, the Company will operate and control all of the business and affairs of Adeptus Health LLC and, through Adeptus Health LLC and its subsidiaries, conduct the business now conducted by these subsidiaries.

Adeptus Health Inc. has not engaged in any business or other activities except in connection with its formation.

On March 13, 2014, the Company was authorized to issue 100 shares of common stock, $0.01 par value, and had 100 shares outstanding, all of which were owned by Adeptus Health LLC.

NOTE 2. SUBSEQUENT EVENTS

Subsequent events have been considered through April 22, 2014, the date the balance sheet was issued.

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REPORT OF INDEPENDENT AUDITORS

Board of Directors
SCP III AIV THREE-FCER Blocker, Inc.

We have audited the accompanying financial statements of SCP III AIV THREE-FCER Blocker, Inc. (the Company), which comprise the statements of financial position, including the schedules of investment, as of December 31, 2012 and 2013, and the related statements of operations, changes in stockholder's equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SCP III AIV THREE-FCER Blocker, Inc. at December 31, 2012 and 2013, and the results of its operations, changes in its stockholder's equity, and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Baltimore, MD
March 14, 2014

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SCP III AIV THREE-FCER Blocker, Inc.

STATEMENTS OF FINANCIAL POSITION

(In thousands, except share amounts)

	December 31, 2012		December 31, 2013

ASSETS
Investment, at fair value (cost of $25,538 and $27,369 at December 31, 2012 and 2013 respectively)	$	35,311	$	67,075
Cash and cash equivalents		167		—
Other assets		65		52


Total assets	$	35,543	$	67,127




LIABILITIES AND STOCKHOLDER'S EQUITY
Deferred tax liability	$	3,436	$	13,974
Other liabilities		244		78


Total liabilities		3,680		14,052
Commitments and contingencies		—		—
Stockholder's Equity
Common stock, $.01 par value, 100 shares authorized, 100 shares issued and outstanding at December 31, 2012 and 2013		—		—
Additional paid-in capital:
Paid-in capital in excess of par—common stock		25,538		27,369
Retained earnings		6,325		25,706


Total stockholder's equity		31,863		53,075


Total liabilities and stockholder's equity	$	35,543	$	67,127

See notes to financial statements.

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SCP III AIV THREE-FCER Blocker, Inc.

SCHEDULE OF INVESTMENT

December 31, 2012

(In thousands)

	Location	Cost		Fair Value		Unrealized Appreciation

Healthcare services (111% of Stockholder's equity)
SCP III AIV THREE-FCER, LP	Baltimore, MD
42.49% Partnership Interest		$	25,538	$	35,311	$	9,773


Total investment		$	25,538	$	35,311	$	9,773

See notes to financial statements.

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SCP III AIV THREE-FCER Blocker, Inc.

SCHEDULE OF INVESTMENT

December 31, 2013

(In thousands)

	Location	Cost		Fair Value		Unrealized Appreciation

Healthcare services (126% of Stockholder's equity)
SCP III AIV THREE-FCER, LP	Baltimore, MD
42.49% Partnership Interest		$	27,369	$	67,075	$	39,706


Total investment		$	27,369	$	67,075	$	39,706

See notes to financial statements.

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SCP III AIV THREE-FCER Blocker, Inc.

STATEMENTS OF OPERATIONS

(In thousands)

	Year Ended December 31,

	2012			2013
Expenses
Other		1			—


Net investment loss		1			—


Unrealized gains on investment
Change in unrealized appreciation of investment		9,949			29,933


Income before taxes	$	9,948		$	29,933


Provision for income taxes		(3,520	)		(10,552	)


Net income	$	6,428		$	19,381

See notes to financial statements.

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SCP III AIV THREE-FCER Blocker, Inc.

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

(In thousands)

	Common Stock $.001 Par value		Paid-in Capital In Excess of Par		(Accumulated Deficit) Retained Earnings			Total Stockholder's Equity

Stockholder's Equity at December 31, 2011	$	—	$	25,495	$	(103	)	$	25,392
Contributed capital		—		43		—			43
Net income		—		—		6,428			6,428


Stockholder's Equity at December 31, 2012	$	—	$	25,538	$	6,325		$	31,863
Contributed capital		—		1,831		—			1,831
Net income		—		—		19,381			19,381


Stockholder's Equity at December 31, 2013	$	—	$	27,369	$	25,706		$	53,075

See notes to financial statements.

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SCP III AIV THREE-FCER Blocker, Inc.

STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31

	2012			2013
Cash flows from operating activities
Net income	$	6,428		$	19,381
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Change in unrealized appreciation of investment		(9,949	)		(29,933	)
Change in deferred taxes		3,520			10,538
Purchases of investment		(43	)		(1,831	)
Change in other assets		(65	)		13
Change in other liabilities		233			(166	)


Net cash (used in) provided by operating activities		124			(1,998	)


Cash flows from financing activities
Contributions received		43			1,831


Net cash provided by financing activities		43			1,831


Net change in cash and cash equivalents		167			(167	)
Cash and cash equivalents at beginning of period		—			167


Cash and cash equivalents at end of period	$	167		$	—

See notes to financial statements.

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SCP III AIV THREE-FCER Blocker, Inc.

NOTES TO FINANCIAL STATEMENTS

(Amounts in Thousands)

December 31, 2012 and 2013

1. ORGANIZATION

SCP III AIV THREE-FCER Blocker, Inc. (the Company), a Delaware corporation, was formed by the General Partner of Sterling Capital Partners III, LP and commenced operations on September 9, 2011 for the purpose of acquiring an indirect ownership interest in First Choice ER, LLC through its ownership interest in SCP III AIV THREE-FCER, LP. The Company will continue indefinitely, unless sooner dissolved by its stockholders or by operation of law. The Company is wholly-owned by SCP III AIV THREE-FCER Conduit, LP.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements of the Company are prepared on the accrual basis of accounting in accordance with United States generally accepted accounting principles (U.S. GAAP). Management has determined that the Company is an investment company for the purposes of financial reporting. U.S. GAAP for an investment company requires investments to be recorded at their estimated fair value. The unrealized gain and/or loss in the fair value of the investment is recognized on a current basis in the statements of operations.

Capital Contributions

Capital contributions are made to the Company as needed by SCP III AIV THREE-FCER Conduit, LP. At December 31, 2012 and 2013, the Company had received aggregate capital contributions of $25,538 and $27,369, respectively.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. As explained below, the financial statements include a portfolio investment whose value has been estimated by the Company in the absence of a readily ascertainable market value. Because of the inherent uncertainty of valuation, this estimated value may differ significantly from the value that would have been used had a ready market for the investment existed, and it is reasonably possible that the difference could be material.

Recent Accounting Pronouncements

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SCP III AIV THREE-FCER Blocker, Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

(Amounts in Thousands)

December 31, 2012 and 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

basis. The standard also reaffirms that a non-controlling interest in another investment company should be measured at fair value instead of the equity method. It also includes additional disclosure requirements for an entity to disclose the fact that it is an investment company, and to provide information about changes, if any, in its status as an investment company. Finally, an entity will also need to include disclosures around financial support that has been provided or is contractually required to be provided to any of its investees. The requirements of the standard are effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013, with early application prohibited. The Company does not expect the adoption of this guidance to change the status of the Company as an investment company or have a material impact on the Company's financial statements.

Cash and Cash Equivalents

Cash and cash equivalents may consist of cash, bank repurchase agreements, or U.S. government money market funds with maturities of three months or less from the date of acquisition.

Investment

The Company accounts for its investment at fair value in accordance with ASC 820, Fair Value Measurement (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value in GAAP, and requires certain disclosures about fair value measurements. This standard clarifies that fair value is the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date.

This standard establishes a hierarchal disclosure framework, which prioritizes and ranks the level of observability of market prices used in measuring investments at fair value. Observability of market prices used for inputs is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following categories.

•: Level I—Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. The type of investments included in Level I include unrestricted securities listed in active markets.
•: Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities for which restrictions transfer to a buyer upon sale of the security and certain over-the-counter derivatives.
•: Level III—Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair

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SCP III AIV THREE-FCER Blocker, Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

(Amounts in Thousands)

December 31, 2012 and 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

value require significant management judgment or estimation. Investments that are included in this category generally include investments in private companies like First Choice ER, LLC.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

The following table summarizes the valuation of the Company's investment by the above fair value hierarchy levels as of December 31, 2012 (in thousands):

		Total			Level I			Level II			Level III

Non-publicly traded investment		$	35,311		$	—		$	—		$	35,311

The following table summarizes the valuation of the Company's investment by the above fair value hierarchy levels as of December 31, 2013 (in thousands):

		Total			Level I			Level II			Level III

Non-publicly traded investment		$	67,075		$	—		$	—		$	67,075

The Company accounts for transfers between hierarchy levels as of the beginning of the period. No transfers occurred during the years ended December 31, 2013 or 2012. The valuation of non-publicly traded investments requires significant judgment by the Company due to the absence of quoted market values, inherent lack of liquidity and the long-term nature of such assets. Investments in non-public entities are valued initially based upon the estimated exit price. The exit price reflects the exit values as evidenced by financing and sales transactions with third parties which the Company believes to be a better indication of fair value.

In determining the fair value of the Company's portfolio investment that falls within Level III of the fair value hierarch, the Company may utilize the following valuation techniques:

(1) Market Approach. The market approach uses direct comparisons, i.e. publicly-traded comparable companies and both private and public mergers and acquisitions, to other enterprises and their equity securities to estimate the fair value of privately issued securities. The market approach bases the fair value measurement on what other similar enterprises or comparable transactions indicate the value to be. Under this approach, investments by unrelated parties in comparable equity securities of the subject enterprise or transactions in comparable equity securities of comparable enterprises are considered in the valuation. Financial and non-financial metrics may be used in conjunction with the market approach to determine the fair value of the privately issued securities of the portfolio company. In applying a method based on market valuations, the valuation considers any significant value-creating milestone events that differ between the comparables. An example of a difference between public and private enterprises is the lower marketability, in general, of the securities of a private enterprise as compared with those of a public enterprise. In valuing privately issued securities, valuations are generally adjusted for that difference by using a marketability discount, or discount for lack of

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SCP III AIV THREE-FCER Blocker, Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

(Amounts in Thousands)

December 31, 2012 and 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

marketability. When analyzing public market comparables, a control premium is often used in determining the value of enterprises for which the Company has control over the ability to sell the company.

(2) Income Approach. The income approach simulates how market participants would formulate their decisions to buy or sell securities on the basic assumption that value emanates from expectations of future income and cash flows. The income approach differs from the market approach in that whereas the market approach is based on marketplace prices and assumptions, in many cases the income approach is based on entity-specific assumptions. The method most commonly used in applying the income approach is the discounted cash flow (DCF) method. The DCF method requires estimation of future economic benefits and the application of an appropriate discount rate to equate them to a single present value. The future economic benefits to be discounted are generally a stream of periodic cash flows attributable to the asset being valued.

In addition, a variety of additional factors are reviewed by management, including, but not limited to, financing and sales transactions with third parties; future expectations of the particular investment; changes in market outlook; the third-party financing environment; developments concerning the company to which such securities relate subsequent to the acquisition of such securities; any financial statements and projections of such company provided to the Company; price/earnings ratios; cash flow multiples; equity/sales ratios; or other appropriate financial measures of publicly-traded companies within the same industry. Valuations are adjusted to account for company-specific issues, the lack of liquidity inherent in a non-public investment and the fact that comparable public companies are not identical to the companies being valued. Specifically, investments in private companies that are valued based on measures of publicly traded companies are discounted for illiquidity. Portfolio investments for which no active public market exists are valued at fair value determined in good faith by the Company and approved by a valuation committee, based on all relevant factors.

If an active public market exists for a portfolio investment, published market values are used to determine fair value. Restricted investments in publicly held companies where a regulatory or contractual sales restriction would pass to the security owner may be valued at a discount from the market price, depending upon the circumstances of the restriction.

The following table summarizes quantitative information about the Company's Level III inputs as of December 31, 2012 (in thousands):

Investment	Fair Value		Valuation Technique	Unobservable Inputs

Healthcare services	$	35,311	Market approach	EBITDA multiple	7.68	x
				Discount to multiples of comparable companies	10	%
				Control premium	30	%

	$	35,311	Total Level III investment

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SCP III AIV THREE-FCER Blocker, Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

(Amounts in Thousands)

December 31, 2012 and 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The following table summarizes quantitative information about the Company's Level III inputs as of December 31, 2013 (in thousands):

Investment	Fair Value		Valuation Technique	Unobservable Inputs

Healthcare services	$	67,075	Market approach	EBITDA multiple	9.15	x
				Discount to multiples of comparable companies	5	%
				Control premium	20	%

	$	67,075	Total Level III investment

The changes in the Portfolio Investment measured at fair value for which the Company has used Level III inputs to determine fair value are as follows (in thousands):

	2012		2013

Beginning balance at January 1	$	25,319	$	35,311
Purchases and issuances		43		1,831
Total unrealized gain included in earnings		9,949		29,933


Ending balance at December 31	$	35,311	$	67,075




Change in unrealized appreciation included in earnings related to investment still held at reporting date	$	9,949	$	29,933

Realized gains recorded for Level III Portfolio Investments are reported in net realized gains on portfolio investment, while unrealized gains and losses are reported in change in unrealized appreciation/(depreciation) on portfolio investment in the statement of operations.

Investment Income and Net Realized Gain or Loss on Portfolio Investments

Investment income which includes interest income from cash, cash equivalents and portfolio investments is recorded when earned or, when income is collectible over an extended period and no reasonable basis exists for estimating collectability, when received.

Net realized gain or loss on portfolio investments represents the difference between the proceeds received and the average cost of the specific investment sold or otherwise disposed.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the carrying amount of assets and liabilities used for financial reporting purposes and the amounts used for tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on

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SCP III AIV THREE-FCER Blocker, Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

(Amounts in Thousands)

December 31, 2012 and 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

3. TAXES

Income tax expense is comprised of (in thousands):

	Year Ended December 31,

	2012		2013
Current:
Federal	$	—	$	14
State		—		—


		—		14




Deferred:
Federal		3,520		10,435
State		—		103


	$	3,520	$	10,538

The provision for deferred income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory Federal income tax rate (35%) to pretax income as a result of the following:

	Year Ended December 31,

	2012			2013
Federal tax rate		35.00	%		35.00	%
State tax rate		0.00	%		0.24	%
Permanent differences		0.39	%		0.00	%
Credits and other		-0.01	%		0.01	%
Valuation allowance		0.00	%		0.00	%


Total effective rate		35.38	%		35.25	%

At December 31, 2012 and 2013, the Company had a deferred tax liability due to unrealized appreciation on the portfolio investment of $3,436, and $13,974, respectively.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related

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SCP III AIV THREE-FCER Blocker, Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

(Amounts in Thousands)

December 31, 2012 and 2013

3. TAXES (Continued)

tax authority. Based upon review of the Company's tax filings, Management has determined that there are no material unrecognized tax benefits as of December 31, 2013.

The Company is subject to examination by the Internal Revenue Service and various state tax authorities. The tax years subject to examination by jurisdiction are 2010 through 2013. The Company is not currently under Internal Revenue Service or state audit.

4. FINANCIAL HIGHLIGHTS

ASC 946 requires disclosure of certain financial highlights by investment companies, including expenses to average net assets, investment income (loss) to average net assets, and internal rate of return.

	Year Ended December 31

	2012			2013
Operating expenses to average net assets		0	%		0	%




Net investment income (loss) to average net assets		0	%		0	%

The internal rate of return (IRR) from inception of the Company was 37.2% through December 31, 2013; 20.9% through December 31, 2012; and (2.4%) through December 31, 2011.

IRR was computed based on cash inflows, cash outflows and ending stockholder's equity. Because of a variety of methods to calculate IRR, it is important to recognize potential differences between the Company's calculation and any other IRR calculations performed under different methodologies.

5. SUBSEQUENT EVENTS

The Company evaluated subsequent events through March 14, 2014, representing the date at which the financial statements were available to be issued. Based upon the Company's review, no subsequent events requiring disclosures were identified.

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SCP III AIV THREE-FCER Blocker, Inc.

Statements of Financial Position

(in thousands, except share amounts)

	December 31, 2013		March 31, 2014

			(unaudited)
ASSETS
Investment, at fair value (cost of $27,369 at December 31, 2013 and March 31, 2014)	$	67,075	$	72,708
Cash and cash equivalents		—		—
Other assets		52		41


Total assets	$	67,127	$	72,749




LIABILITIES AND STOCKHOLDER'S EQUITY
Deferred tax liability	$	13,974	$	15,890
Other liabilities		78		96


Total liabilities		14,052		15,986
Commitments and contingencies		—		—
Stockholder's Equity
Common stock, $.01 par value, 100 shares authorized, 100 shares issued and outstanding at March 31, 2014 and December 31, 2013		—		—
Additional paid-in capital:
Paid-in capital in excess of par—common stock		27,369		27,369
Retained earnings		25,706		29,394


Total stockholder's equity		53,075		56,763


Total liabilities and stockholder's equity	$	67,127	$	72,749

See notes to financial statements.

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SCP III AIV THREE-FCER Blocker, Inc.

Schedule of Investment

December 31, 2013

(in thousands)

	Location	Cost		Fair Value		Unrealized Appreciation

Healthcare services (126% of Stockholder's equity)
SCP III AIV THREE-FCER, LP	Baltimore, MD
42.49% Partnership Interest		$	27,369	$	67,075	$	39,706


Total investment		$	27,369	$	67,075	$	39,706

See notes to financial statements.

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SCP III AIV THREE-FCER Blocker, Inc.

Schedule of Investment (unaudited)

March 31, 2014

(in thousands)

	Location	Cost		Fair Value		Unrealized Appreciation

Healthcare services (128% of Stockholder's equity)
SCP III AIV THREE-FCER, LP	Baltimore, MD
42.49% Partnership Interest		$	27,369	$	72,708	$	45,339


Total investment		$	27,369	$	72,708	$	45,339

See notes to financial statements.

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SCP III AIV THREE-FCER Blocker, Inc.

Statements of Operations (unaudited)

(in thousands)

	Three Months Ended March 31

	2013			2014
Expenses
Other	$	—		$	—


Net investment income (loss)		—			—


Unrealized gains on investment
Change in unrealized appreciation of investment		1,658			5,633


Income before taxes	$	1,658		$	5,633


Provision for income taxes		(576	)		(1,945	)


Net income	$	1,082		$	3,688

See notes to financial statements

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SCP III AIV THREE-FCER Blocker, Inc.

Statements of Changes in Stockholder's Equity (unaudited)

(in thousands)

	Common Stock $.001 Par value		Paid-in Capital In Excess of Par		Retained Earnings		Total Stockholder's Equity

Stockholder's Equity at December 31, 2013	$	—	$	27,369	$	25,706	$	53,075
Net income		—		—		3,688		3,688


Stockholder's Equity at March 31, 2014	$	—	$	27,369	$	29,394	$	56,763

See notes to financial statements.

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SCP III AIV THREE-FCER Blocker, Inc.

Statements of Cash Flows (unaudited)

(in thousands)

	Three Months Ended March 31

	2013			2014
Operating activities
Net income	$	1,082		$	3,688
Adjustments to reconcile net income to net cash (used in)
operating activities:
Change in unrealized appreciation of investment		(1,658	)		(5,633	)
Change in deferred taxes		570			1,916
Purchases of investment		(1,831	)		—
Change in other assets		6			11
Change in other liabilities		(167	)		18


Net cash (used in) operating activities		(1,998	)		—


Financing activities
Contributions received		1,831			—


Net cash provided by financing activities		1,831			—


Net change in cash and cash equivalents		(167	)		—
Cash and cash equivalents at beginning of period		167			—


Cash and cash equivalents at end of period	$	—		$	—

See notes to financial statements

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SCP III AIV THREE-FCER Blocker, Inc.

Notes to Financial Statements (unaudited)

(Amounts in Thousands)

Three Months Ended March 31, 2014

1. Organization

SCP III AIV THREE-FCER Blocker, Inc. (the Company), a Delaware corporation, was formed by the General Partner of Sterling Capital Partners III, LP and commenced operations on September 9, 2011 for the purpose of acquiring an indirect ownership interest in Adeptus Health through its ownership interest in SCP III AIV THREE-FCER, LP. The Company will continue indefinitely, unless sooner dissolved by its stockholders or by operation of law. The Company is wholly-owned by SCP III AIV THREE-FCER Conduit, LP.

2. Summary of Significant Accounting Policies

Basis of Accounting

The interim financial statements of the Company are prepared on the accrual basis of accounting in accordance with United States generally accepted accounting principles (U.S. GAAP). Management has determined that the Company is an investment company for the purposes of financial reporting. U.S. GAAP for an investment company requires investments to be recorded at their estimated fair value. The unrealized gain and/or loss in the fair value of the investment is recognized on a current basis in the statements of operations. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the Company's financial position, results of operations, changes in stockholder's equity and cash flows. The results of operations for the three month periods ended March 31, 2014 and 2013 are not necessarily indicative of the results for a full year or the results for any future periods. These unaudited financial statements should be read in conjunction with the annual audited financial statements and related footnotes of the Company.

Capital Contributions

Capital contributions are made to the Company as needed by SCP III AIV THREE-FCER Conduit, LP. At March 31, 2014 and December 31, 2013, the Company had received aggregate capital contributions of $27,369.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. As explained below, the financial statements include a portfolio investment whose value has been estimated by the Company in the absence of a readily ascertainable market value. Because of the inherent uncertainty of valuation, this estimated value may differ significantly from the value that would have been used had a ready market for the investment existed, and it is reasonably possible that the difference could be material.

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SCP III AIV THREE-FCER Blocker, Inc.

Notes to Financial Statements (unaudited) (Continued)

(Amounts in Thousands)

Three Months Ended March 31, 2014

2. Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements

In June 2013, the FASB issued Accounting Standards Update (ASU) 2013-08, Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements (ASU 2013-08). ASU 2013-08 provides additional guidance on the criteria used in defining an investment company under US GAAP. It also sets forth certain measurement and disclosure requirements. Under the new standard the typical characteristics of an investment company will be: (i) it has more than one investment and more than one investor, (ii) it has investors that are not related parties of the entity or the investment manager, (iii) it has ownership interests in the form of equity or partnership interests, and (iv) it manages substantially all of its investments on a fair value basis. The standard also reaffirms that a non-controlling interest in another investment company should be measured at fair value instead of the equity method. It also includes additional disclosure requirements for an entity to disclose the fact that it is an investment company, and to provide information about changes, if any, in its status as an investment company. Finally, an entity will also need to include disclosures around financial support that has been provided or is contractually required to be provided to any of its investees. The requirements of the standard are effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013, with early application prohibited. The Company adopted ASU 2013-08 on January 1, 2014. The adoption of this guidance did not change the status of the Company as an investment company or have a material impact on the Company's financial statements.

Cash and Cash Equivalents

Cash and cash equivalents may consist of cash, bank repurchase agreements, or U.S. government money market funds with maturities of three months or less from the date of acquisition.

Investment

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SCP III AIV THREE-FCER Blocker, Inc.

Notes to Financial Statements (unaudited) (Continued)

(Amounts in Thousands)

Three Months Ended March 31, 2014

2. Summary of Significant Accounting Policies (Continued)

Investments measured and reported at fair value are classified and disclosed in one of the following categories.

•: Level I—Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. The type of investments included in Level I include unrestricted securities listed in active markets.
•: Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities for which restrictions transfer to a buyer upon sale of the security and certain over-the-counter derivatives.
•: Level III—Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Investments that are included in this category generally include investments in private companies.

The following table summarizes the valuation of the Company's investment by the above fair value hierarchy levels as of March 31, 2014 (in thousands):

		Total			Level I			Level II			Level III

Non-publicly traded investment		$	72,708		$	—		$	—		$	72,708

The following table summarizes the valuation of the Company's investment by the above fair value hierarchy levels as of December 31, 2013 (in thousands):

		Total			Level I			Level II			Level III

Non-publicly traded investment		$	67,075		$	—		$	—		$	67,075

The Company accounts for transfers between hierarchy levels as of the beginning of the period. No transfers occurred during the three months ended March 31, 2014. The valuation of non-publicly traded investments requires significant judgment by the Company due to the absence of quoted market values, inherent lack of liquidity and the long-term nature of such assets. Investments in non-public entities are valued initially based upon the estimated exit price. The exit price reflects the exit values as evidenced by financing and sales transactions with third parties which the Company believes to be a better indication of fair value.

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SCP III AIV THREE-FCER Blocker, Inc.

Notes to Financial Statements (unaudited) (Continued)

(Amounts in Thousands)

Three Months Ended March 31, 2014

2. Summary of Significant Accounting Policies (Continued)

In determining the fair value of the Company's portfolio investment that falls within Level III of the fair value hierarch, the Company may utilize the following valuation techniques:

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SCP III AIV THREE-FCER Blocker, Inc.

Notes to Financial Statements (unaudited) (Continued)

(Amounts in Thousands)

Three Months Ended March 31, 2014

2. Summary of Significant Accounting Policies (Continued)

The following table summarizes quantitative information about the Company's Level III inputs as of March 31, 2014 (in thousands):

Investment	Fair Value		Valuation Technique	Unobservable Inputs

Healthcare services	$	72,708	Market approach	EBITDA multiple	11.5	x
				Discount to multiples of comparable companies	15	%
				Control premium	20	%

	$	72,708	Total Level III investment

The following table summarizes quantitative information about the Company's Level III inputs as of December 31, 2013 (in thousands):

Investment	Fair Value		Valuation Technique	Unobservable Inputs

Healthcare services	$	67,075	Market approach	EBITDA multiple	9.15	x
				Discount to multiples of comparable companies	5	%
				Control premium	20	%

	$	67,075	Total Level III investment

The changes in the Portfolio Investment measured at fair value for which the Company has used Level III inputs to determine fair value are as follows (in thousands):

	Three Months Ended March 31

	2014		2013
Beginning balance at January 1	$	67,075	$	35,311
Purchases and issuances		—		1,831
Change in unrealized appreciation		5,633		1,658


Ending balance at March 31	$	72,708	$	38,800




Change in unrealized appreciation included in earnings related to investment still held at reporting date	$	5,633	$	1,658

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SCP III AIV THREE-FCER Blocker, Inc.

Notes to Financial Statements (unaudited) (Continued)

(Amounts in Thousands)

Three Months Ended March 31, 2014

2. Summary of Significant Accounting Policies (Continued)

Investment Income and Net Realized Gain or Loss on Portfolio Investments

Net realized gain or loss on portfolio investments represents the difference between the proceeds received and the average cost of the specific investment sold or otherwise disposed.

Income Taxes

3. Taxes

Income tax expense is comprised of (in thousands):

	Three Months Ended March 31

	2014			2013
Current:
Federal	$	29		$	6
State		—			—


		29			6




Deferred:
Federal		1,943			570
State		(27	)		—


	$	1,916		$	570

For both the three month periods ending March 31, 2014 and 2013, the provision for income taxes approximated the amount of income tax determined by applying the applicable U.S. statutory Federal income tax rate (35%) to pretax income.

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SCP III AIV THREE-FCER Blocker, Inc.

Notes to Financial Statements (unaudited) (Continued)

(Amounts in Thousands)

Three Months Ended March 31, 2014

3. Taxes (Continued)

At March 31, 2014 and December 31, 2013, the Company had a deferred tax liability due to unrealized appreciation on the portfolio investment of $15,890, and $13,974, respectively.

4. Financial Highlights

	Three Months Ended March 31

	2014			2013
Operating expenses to average net assets		0	%		0	%




Net investment income (loss) to average net asset		0	%		0	%

The internal rate of return (IRR) from inception of the Company was 36.5% through March 31, 2014; 19.6% through March 31, 2013; and 37.2% through December 31, 2013.

5. Subsequent Events

The Company evaluated subsequent events through April 22, 2014, representing the date at which the financial statements were available to be issued. Based upon the Company's review, no subsequent events requiring disclosures were identified.

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Shares

Adeptus Health Inc.

Class A Common Stock


Deutsche Bank Securities		Goldman, Sachs & Co.

Through and including , 2014 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses payable by Adeptus Health Inc. expected to be incurred in connection with the issuance and distribution of Class A common stock being registered hereby (other than underwriting discounts and commissions). All of such expenses are estimates, except for the Securities and Exchange Commission, or the SEC, registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee and listing fee.


SEC registration fee	$	12,880
FINRA filing fee		15,500
Listing fee			*
Printing fees and expenses			*
Legal fees and expenses			*
Blue sky fees and expenses			*
Registrar and transfer agent fees			*
Accounting fees and expenses			*
Miscellaneous expenses			*


Total	$		*

*: To be completed by amendment.

Item 14. Indemnification of Directors and Officers.

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such person is made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (other than an action by or in the right of the corporation—a "derivative action"), if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's by-laws, disinterested director vote, stockholder vote, agreement or otherwise.

Our amended and restated certificate of incorporation will provide that no director shall be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation on liability is not permitted under the DGCL, as now in effect or as amended. Currently, Section 102(b)(7) of the DGCL requires that liability be imposed for the following:

•: any breach of the director's duty of loyalty to our company or our stockholders;
•: any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

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•: unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and
•: any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation and amended and restated by-laws will provide that, to the fullest extent authorized or permitted by the DGCL, as now in effect or as amended, we will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was our director or officer, or by reason of the fact that our director or officer is or was serving, at our request, as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by us. We will indemnify such persons against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action if such person acted in good faith and in a manner reasonably believed to be in our best interests and, with respect to any criminal proceeding, had no reason to believe such person's conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such actions, and court approval is required before there can be any indemnification where the person seeking indemnification has been found liable to us. Any amendment of this provision will not reduce our indemnification obligations relating to actions taken before an amendment.

We have obtained policies that insure our directors and officers and those of our subsidiaries against certain liabilities they may incur in their capacity as directors and officers. Under these policies, the insurer, on our behalf, may also pay amounts for which we have granted indemnification to the directors or officers.

Item 15. Recent Sales of Unregistered Securities.

The registrant was incorporated in March 2014 and issued 100 shares of its common stock to its sole stockholder for an aggregate consideration of $1.00. The securities described above were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering. No underwriters were involved in that sale.

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Item 16. Exhibits and Financial Statement Schedules.

		Description

1.1	*	Form of Underwriting Agreement.

3.1		Amended and Restated Certificate of Incorporation of Adeptus Health Inc.

3.2		Amended and Restated By-laws of Adeptus Health Inc.

4.1		Form of Stockholders' Agreement among Adeptus Health Inc. and the other stockholders named therein.

5.1	*	Opinion of Simpson Thacher & Bartlett LLP as to the legality of the Class A common stock.

10.1	*	Form of Tax Receivable Agreement (Exchanges) among Adeptus Health Inc. and the other parties named therein.

10.2	*	Form of Tax Receivable Agreement (Reorganizations) among Adeptus Health Inc. and the other parties named therein.

10.3		Senior Secured Credit Facility, dated as of October 31, 2013, among First Choice ER, LLC, the subsidiaries identified therein, Fifth Street Finance Corp., as Administrative Agent and L/C Arranger, and the other lenders party thereto.

10.4		Master Funding and Development Agreement, dated as of June 11, 2013, among MPT Operating Partnership, L.P. and First Choice ER, LLC. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).

10.5		Advisory Services Agreement, dated as of September 30, 2011, between Sterling Fund Management, LLC and First Choice ER, LLC.

10.6	*	Form of Termination Agreement with respect to the Advisory Services Agreement.

10.7		Form of Registration Rights Agreement.

10.8	*	Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC.

10.9	*	Employment Agreement by and between First Choice ER, LLC and Thomas Hall, dated March 12, 2012.

10.10	*	Employment Agreement by and between First Choice ER, LLC and Timothy Fielding, dated January 16, 2013.

10.11	*	Employment Agreement by and between First Choice ER, LLC and Graham Cherrington, dated May 29, 2012.

10.12	*	Restricted Units Agreement by and between First Choice ER, LLC and Thomas Hall, effective as of March 12, 2012.

10.13	*	Restricted Units Agreement by and between First Choice ER, LLC and Timothy Fielding, effective as of May 28, 2013.

10.14	*	Restricted Units Agreement by and between First Choice ER, LLC and Graham Cherrington, effective as of August 16, 2012.

10.15		Form of Adeptus Health Inc. 2014 Omnibus Incentive Plan.

16.1		Letter regarding change in certifying accountant.

21.1	*	Subsidiaries of the Registrant.

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		Description

23.1		Consent of KPMG LLP (with respect to the financial statements of Adeptus Health LLC).

23.2		Consent of KPMG LLP (with respect to the financial statements of Adeptus Health Inc.).

23.3		Consent of Ernst & Young LLP (with respect to the financial statements of SCP III AIV THREE-FCER Blocker, Inc.).

23.4	*	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1 to this Registration Statement).

24.1		Powers of Attorney (included in the signature page to this Registration Statement).

*: To be included by amendment.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(i) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(ii) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, Texas, on May 21, 2014.

POWER OF ATTORNEY

The undersigned directors and officers of Adeptus Health Inc. hereby constitute and appoint Thomas S. Hall, Graham B. Cherrington and Timothy L. Fielding and each of them, any of whom may act without joinder of the other, the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments, including post-effective amendments to the Registration Statement, including a prospectus or an amended prospectus therein and any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities indicated on May 21, 2014.

Signature		Capacity


/s/ THOMAS S. HALL Thomas S. Hall		President and Chief Executive Officer and Director (Principal Executive Officer)
/s/ TIMOTHY L. FIELDING Timothy L. Fielding		Treasurer and Chief Financial Officer and Director (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

		Description

1.1	*	Form of Underwriting Agreement.

3.1		Amended and Restated Certificate of Incorporation of Adeptus Health Inc.

3.2		Amended and Restated By-laws of Adeptus Health Inc.

4.1		Form of Stockholders' Agreement among Adeptus Health Inc. and the other stockholders named therein.

5.1	*	Opinion of Simpson Thacher & Bartlett LLP as to the legality of the Class A common stock.

10.1	*	Form of Tax Receivable Agreement (Exchanges) among Adeptus Health Inc. and the other parties named therein.

10.2	*	Form of Tax Receivable Agreement (Reorganizations) among Adeptus Health Inc. and the other parties named therein.

10.3		Senior Secured Credit Facility, dated as of October 31, 2013, among First Choice ER, LLC, the subsidiaries identified therein, Fifth Street Finance Corp., as Administrative Agent and L/C Arranger, and the other lenders party thereto.

10.4		Master Funding and Development Agreement, dated as of June 11, 2013, among MPT Operating Partnership, L.P. and First Choice ER, LLC. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).

10.5		Advisory Services Agreement, dated as of September 30, 2011, between Sterling Fund Management, LLC and First Choice ER, LLC.

10.6	*	Form of Termination Agreement with respect to the Advisory Services Agreement.

10.7		Form of Registration Rights Agreement.

10.8	*	Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC.

10.9	*	Employment Agreement by and between First Choice ER, LLC and Thomas Hall, dated March 12, 2012.

10.10	*	Employment Agreement by and between First Choice ER, LLC and Timothy Fielding, dated January 16, 2013.

10.11	*	Employment Agreement by and between First Choice ER, LLC and Graham Cherrington, dated May 29, 2012.

10.12	*	Restricted Units Agreement by and between First Choice ER, LLC and Thomas Hall, effective as of March 12, 2012.

10.13	*	Restricted Units Agreement by and between First Choice ER, LLC and Timothy Fielding, effective as of May 28, 2013.

10.14	*	Restricted Units Agreement by and between First Choice ER, LLC and Graham Cherrington, effective as of August 16, 2012.

10.15		Form of Adeptus Health Inc. 2014 Omnibus Incentive Plan.

16.1		Letter regarding change in certifying accountant.

21.1	*	Subsidiaries of the Registrant.

23.1		Consent of KPMG LLP (with respect to the financial statements of Adeptus Health LLC).

23.2		Consent of KPMG LLP (with respect to the financial statements of Adeptus Health Inc.).

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		Description

23.3		Consent of Ernst & Young LLP (with respect to the financial statements of SCP III AIV THREE-FCER Blocker, Inc.).

23.4	*	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1 to this Registration Statement).

24.1		Powers of Attorney (included in the signature page to this Registration Statement).

*: To be included by amendment.

EX-3.1 2 a2220259zex-3_1.htm EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

ADEPTUS HEALTH INC.

The present name of the corporation is Adeptus Health Inc. (the “Corporation”). The Corporation was incorporated under the name “Adeptus Health Inc.” by the filing of its original certificate of incorporation (the “Original Certificate of Incorporation”) with the Secretary of State of the State of Delaware on March 7, 2014. This Amended and Restated Certificate of Incorporation of the Corporation, which both restates and amends the provisions of the Original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. The Original Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

Section 1.1. Name. The name of the Corporation is Adeptus Health Inc.

ARTICLE II

Section 2.1. Address. The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801; and the name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

Section 3.1. Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

Section 4.1. Capitalization. The total number of shares of all classes of stock that the Corporation is authorized to issue is [ ] shares of stock, consisting of (i) [ ] shares of Preferred Stock, par value $0.01 per share (“Preferred Stock”), (ii) [ ] shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), and (iii) [ ] shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). Subject to the rights of the holders of any shares of Preferred Stock, the number of authorized shares of any of the Class A Common Stock and Class B Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least 662/3% in voting power of the outstanding stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Class A Common Stock, Class B Common Stock or Preferred Stock voting separately as a class shall be required therefor. Upon this Amended and Restated Certificate of

Incorporation becoming effective pursuant to the DGCL (the “Effective Time”), each share of the Corporation’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into one share of Class A Common Stock.

Section 4.2. Preferred Stock.

(A) The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized, by resolution or resolutions, to provide one or more series of Preferred Stock (including convertible preferred stock) and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the powers, preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

(B) Except as otherwise required by law, holders of a series of Preferred Stock, as such, shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to such series).

Section 4.3. Common Stock.

(A) Voting Rights.

(1) Each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that to the fullest extent permitted by law, holders of Class A Common Stock, as such, shall have no voting power with respect to, and shall not be entitled to vote on, any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if only the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

(2) Each holder of Class B Common Stock, as such, shall be entitled to one vote for each share of Class B Common Stock held of record by such holder on all matters on which stockholders are generally entitled to vote; provided, however, that to the fullest extent permitted by law, holders of Class B Common Stock, as such, shall have no voting power with respect to, and shall not be entitled to vote on, any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of

one or more outstanding series of Preferred Stock if only the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

(3) Except as otherwise required in this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or by applicable law, the holders of Common Stock shall vote together as a single class on all matters (or, if any holders of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of Preferred Stock).

(B) Dividends; Stock Splits or Combinations.

(1) Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Class A Common Stock out of the assets of the Corporation that are by law available therefor, at such times and in such amounts as the Board in its discretion shall determine.

(2) In no event shall any stock split, reverse stock split, combination of stock, reclassification or recapitalization be declared or made on any outstanding class of Common Stock of the Corporation unless contemporaneously therewith the shares of any other class of Common Stock of the Corporation and the LLC Units at the time outstanding are treated in the same proportion and the same manner.

(3) In no event shall any cash or stock dividends or distributions be declared or made on Class A Common Stock unless the shares of Class A Common Stock at the time outstanding are treated equally and such cash or stock dividend or distribution is declared or made in the same economically equivalent manner on all LLC Units.

(4) Cash or stock dividends or distributions may not be declared or paid on the Class B Common Stock.

(C) Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and other amounts, if any, to which the holders of Preferred Stock shall be entitled, the holders of all outstanding shares of Class A Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion to the number of shares held by each such stockholder. Without limiting the rights of the holders of Class B Common Stock to exchange their shares of Class B Common Stock and LLC Units for shares of Class A Common Stock in accordance with Section [ ] of the Operating Agreement (or for the consideration payable in respect of shares of Class A Common Stock in such voluntary or involuntary liquidation, dissolution or winding up), the holders of shares of Class B Common

Stock, as such, shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(D) Cancellation of Class B Common Stock. Immediately upon the exchange of an LLC Unit (together with a share of Class B Common Stock) for Class A Common Stock pursuant to the terms of the Operating Agreement and (E) hereof, such share of Class B Common Stock held by such exchanging holder of LLC Units shall automatically be canceled with no consideration being paid or issued with respect thereto. Any such canceled shares of Class B Common Stock shall no longer be outstanding and all rights with respect to such shares shall automatically cease and terminate.

(E) Shares Reserved for Issuance. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of (1) Class A Common Stock, such number of shares of Class A Common Stock that shall from time to time be sufficient to effect the exchange of all outstanding LLC Units (along with Class B Common Stock) for Class A Common Stock; provided, that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of the exchange of the LLC Units (along with Class B Common Stock) by delivery of purchased shares of Class A Common Stock which are held in the treasury of the Corporation.

ARTICLE V

Section 5.1. Exchange of LLC Units. Each holder of a LLC Unit shall be entitled to exchange such holder’s LLC Units (along with a corresponding number of shares of Class B Common Stock, as applicable) for shares of Class A Common Stock, in each case pursuant to, and solely as provided in, the Operating Agreement.

Section 5.2. Amendment of Section 4.3(E). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation, and in addition to any other vote required by the DGCL or this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least 662/3% in voting power of the then outstanding Class B Common Stock, voting together as a class, shall be required to alter, amend or repeal this Section 4.3(E) or to adopt any provision inconsistent therewith.

ARTICLE VI

Section 6.1. By-Laws. In furtherance and not in limitation of the powers conferred by the DGCL, the Board is expressly authorized to amend, alter, change, add or repeal the by-laws of the Corporation without the assent or vote of the stockholders in any manner not inconsistent with the DGCL or this Amended and Restated Certificate of Incorporation. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of the majority in voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to make, amend, alter, change, add to or repeal any provision of the by-laws of the Corporation.

ARTICLE VII

Section 7.1. Board of Directors.

(A) The business and affairs of the Corporation shall be managed by or under the direction of the Board, with the exact number of directors to be determined from time to time in accordance with the by-laws of the Corporation.

(B) Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal and other features of such directorships shall be governed by the terms of this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to such series of Preferred Stock) applicable thereto. The number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to Section 7.1(A) hereof.

(C) Directors of the Corporation need not be elected by written ballot unless the by-laws of the Corporation shall so provide.

ARTICLE VIII

Section 8.1. Meetings of Stockholders. Any action required or permitted to be taken by the holders of stock of the Corporation must be effected at a duly called annual or special meeting of such holders and, except as set forth in Section 8.2, may not be effected by any consent in writing by such holders; provided, however, that any action required or permitted to be taken, (A) to the extent expressly permitted by the certificate of designations relating to one or more series of Preferred Stock, by the holders of such series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, (B) to the extent permitted by the DGCL, by the holders of the Class B Common Stock with respect to matters affecting only the Class B Common Stock, voting separately as a class, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Preferred Stock or Class B Common Stock entitled to vote thereon were present and voted and shall be delivered to the Corporation at its registered office in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation may be called only by a majority of the Board, the Chairman of the Board or the chief executive officer of the Corporation for any purpose.

Section 8.2. Action by Written Consent. Notwithstanding Section 8.1, for so long as the Corporation qualifies as a “controlled company” within the meaning of the rules of the NYSE Stock Market or such other stock exchange or securities market on which the Class A Common Stock of the Corporation is at any time listed or quoted, any action required or

permitted to be taken at any meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Common Stock entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided, however, that on the date on which the Corporation ceases to qualify as a “controlled company,” the provisions described in this Section 8.2 shall no longer apply.

ARTICLE IX

Section 9.1. Limited Liability of Directors. No director of the Corporation will have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Neither the amendment nor the repeal of this Article IX shall eliminate or reduce the effect thereof in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article IX, would accrue or arise, prior to such amendment or repeal.

ARTICLE X

Section 10.1. Indemnification. The Corporation shall indemnify, advance expenses and maintain insurance on behalf of any director or officer as set forth in the by-laws of the Corporation and to the fullest extent permitted by the law of the State of Delaware as it presently exists or may hereafter be amended.

Section 10.2. Non-Exclusivity of Rights. The provisions of this Article X shall be applicable to all actions, claims, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Article X shall be deemed to be a contract between the Corporation and each director or officer (or legal representative thereof) who serves in such capacity at any time while this Article X and the relevant provisions of the law of the State of Delaware and other applicable law, if any, are in effect, and neither any alteration, amendment or repeal hereof, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with any provision of this Article X, shall affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. The rights of indemnification provided in this Article X shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, this Amended and Restated Certificate of Incorporation, the by-laws of the Corporation, vote of stockholders or directors or otherwise, or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity.

Section 10.3. Non-Exclusivity of Coverage. This Article X shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Section 10.1 hereof.

ARTICLE XI

Section 11.1. Severability. If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE XII

Section 12.1. Amendments. The Corporation reserves the right to amend or repeal any provisions contained in this Amended and Restated Certificate of Incorporation or any amendment thereof from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders, directors or any other persons are granted subject to such reservation; provided, however, that (1) any amendment or repeal that would alter or change the powers or rights of one or more of the Class A Common Stock or Class B Common Stock so as to affect the class or classes adversely shall be approved by the affirmative vote of the holders of at least 662/3% in voting power of all then outstanding stock of each class adversely affected by the amendment or repeal, (2) notwithstanding anything to the contrary elsewhere contained herein, but except as set forth in Section 4.3(A) with respect to any amendment that relates solely to terms of one or more outstanding series of Preferred Stock, no provision of this Amended and Restated Certificate of Incorporation shall be amended, altered or repealed without the affirmative vote of the holders of at least 662/3% in voting power of all the then outstanding stock of the Corporation entitled to vote generally in the election of directors, and (3) the provisions of Section 4.3(E) of this Amended and Restated Certificate of Incorporation shall be amended, altered or repealed only in accordance with Section 5.2 of this Amended and Restated Certificate of Incorporation.

Section 12.2. Corporate Opportunity. The Corporation waives, to the fullest extent permitted by the DGCL, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business or activity (including a business or activity that competes with the Corporation) that is presented to holders of the Class B Common Stock or

any of their respective Affiliates or any member, partner or stockholder of any holder of Class B Common Stock or any of their respective Affiliates.

Section 12.3. Business Combinations. The Corporation hereby elects not to be governed by Section 203 of the DGCL until such time as Sterling Capital Partners III, LLC, SC Partners III, L.P., SCP III AIV THREE - FCER Conduit, L.P. and their respective Affiliates (collectively, “Sterling”), collectively, cease to beneficially own at least 5% of the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors voting together as a single class, whereupon the Corporation shall immediately and automatically, without further action on the part of the Corporation or any holder of stock of the Corporation, become governed by Section 203 of the DGCL.

ARTICLE XIII

Section 13.1. Forum for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer, other employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the amended and restated certificate of incorporation and the amended and restated by-laws or (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this 0.

ARTICLE XIV

Section 14.1. Definitions. As used in this Amended and Restated Certificate of Incorporation, the term:

(A) “Affiliate” means, with respect to any Person: (i) any other Person directly or indirectly controlling, controlled by or under common control with the subject Person or (ii) any officer, director, trustee, managing member or general partner of the subject Person, provided that, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, which shall include, but not be limited to, the direct or indirect ownership of 25% or more of the voting securities of a Person (including, in the case of the Corporation, 25% or more of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors).

(B) “IPO” means the initial public offering of Class A Common Stock by the Corporation in a firm commitment underwriting.

(C) “LLC Unit” means a limited liability company interest in Adeptus Health LLC that is issued under the Operating Agreement.

(D) “Operating Agreement” means that certain Amended and Restated Operating Agreement of Adeptus Health LLC, to be entered into in connection with the IPO, as the same may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with its terms.

(E) “Stockholders’ Agreement” means the Stockholders’ Agreement, dated on or around the date of the closing of the IPO, among the Corporation and the Class A Stockholders and Class B Stockholders named therein, as the same may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with its terms.

* * *

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by [ ], its [ ] this th day of [ ] 2014.

	ADEPTUS HEALTH INC.


	By:
		Name:
		Title:

EX-3.2 3 a2220259zex-3_2.htm EX-3.2

Exhibit 3.2

FORM OF
AMENDED AND RESTATED BY-LAWS
OF
ADEPTUS HEALTH INC.

A Delaware Corporation

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Date and Time of Annual Meetings. An annual meeting of the stockholders of Adeptus Health Inc. (the “Corporation”) shall be held each year at such time and date as the Board of Directors shall determine for the purpose of electing Directors and conducting such other proper business as may come before the meeting.

Section 2. Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders. (1) Subject to the provisions of Article II of these by-laws, nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or any committee thereof or (c) by any stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in this Section 2 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.

(2) For nominations of persons for election to the Board of Directors or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 2, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business other than the nominations of persons for election to the Board of Directors must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting, provided, however, that in the event that there was no annual meeting in the preceding year or the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a Director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions

proposed for consideration and in the event that such business includes a proposal to amend the by-laws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such nomination or proposed business, and (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage in voting power of the Corporation’s outstanding voting stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination. The foregoing notice requirements of this Section 2 shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his, her or its intention to present a proposal or nomination at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal or nomination has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a Director of the Corporation.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 2 to the contrary, in the event that the number of Directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Subject to the provisions of Article II of these by-laws, nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or any committee thereof or (2) provided that the Board of Directors has determined that Directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 2. Subject to the provisions of Article II of these by-laws, in the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more Directors to the Board of Directors, any such stockholder entitled to vote in such election of Directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 2 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no

event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C) General. (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 2 or Article II of these by-laws shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as Directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2 or Article II (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(c)(iv) of this Section 2) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 2, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2, unless otherwise required by law if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders, and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2) For purposes of this Section 2, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Section 2, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2. Nothing in this Section 2 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals or nominations in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act, (b) of the holders of any series of preferred stock of the Corporation to elect Directors pursuant to any applicable provisions of the certificate of incorporation of the Corporation, as amended (the “Charter”) or (c) of stockholders to designate Directors pursuant to the Stockholders’ Agreement, entered into on or around the date of the closing of the initial public offering of the Corporation’s Class A shares, among the Corporation and the Class A Stockholders and Class B Stockholders named therein as the same may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with its terms (the “Stockholders’ Agreement”).

Section 3. Date and Time of Special Meetings. Special meetings of stockholders may be called only by a majority of the Board of Directors, the Chairman of the Board of Directors or the Chief Executive Officer for any purpose. The meetings may be held at such time as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.

Section 4. Place of Meetings. The Chief Executive Officer or the Board of Directors may designate any place, either within or outside the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors (as permitted above). If no designation is made, the place of meeting shall be the principal executive office of the Corporation.

Section 5. Notice. Whenever stockholders are required or permitted to take action at a meeting, written notice (which can be electronic) stating the place, if any, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting. Unless otherwise provided by law, the Charter or these by-laws, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears in the records of the Corporation.

Section 6. Fixing a Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; and (2) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7. Stockholders List. The officer having charge of the stock ledger of the Corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting, or (ii) during ordinary business hours at the principal place of business of the Corporation. The list of stockholders shall also be open to examination at the meeting as required by applicable law. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 7 or to vote in person or by proxy at any meeting of stockholders.

Section 8. Quorum. The holders of a majority in voting power of the outstanding shares of capital stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the Charter or these by-laws. If a quorum is not present, the holders of a majority of the voting power of the outstanding shares of capital stock present in person or represented by proxy at the meeting, and entitled to vote at the

meeting, may adjourn the meeting to another time and/or place in the manner provided by Section 9 of this Article until a quorum shall be so present or represented.

Section 9. Adjourned Meetings. Any meeting of stockholders, annual or special, may be adjourned from time to time, to reconvene at some other place. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 10. Vote Required. The Directors shall be elected by a plurality of the votes cast. In all other matters, when a quorum is present, the affirmative vote of the majority in voting power of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the Charter or these by-laws or the rules or regulations of any stock exchange applicable to the Corporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Voting at meetings of stockholders need not be by written ballot.

Section 11. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation.

Section 12. Organization. Meetings of the stockholders shall be presided over by the Chairman of the board, if any, or in the absence of the Chairman of the board by the vice Chairman of the board, if any, or in the absence of the vice Chairman of the board by the Chief Executive Officer, or in the absence of the foregoing persons by a chairman designated by the Board of Directors. The Secretary, or in the absence of the Secretary, an Assistant Secretary shall act as Secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary, the Chairman of the meeting may appoint any person to act as the Secretary of the meeting.

Section 13. Inspectors of Election. The Corporation shall, if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the

disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for directorship at an election may serve as an inspector at such election.

Section 14. Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders or the Secretary shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures, and to do all such acts as, in the judgment of such presiding person or the Secretary, if applicable, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting or the Secretary, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders or the Secretary, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting, and if such presiding person or the Secretary, as applicable, should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors, the person presiding over the meeting or the Secretary, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE II

DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by applicable law or in the Charter.

Section 2. Number, Election and Term of Office. (A) The number of Directors as of the date of these by-laws shall initially be [ ] and shall thereafter be established from time to time by resolution of the board by a majority of the Board of Directors.

(B) Except as otherwise provided herein, (i) the Directors shall be elected at the annual meeting of the stockholders and (ii) each Director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any Director or the entire Board of Directors may be removed at any time, with or without cause, by the affirmative vote of the holders of the majority in

voting power of the outstanding shares then entitled to vote at an election of Directors. Any Director may resign at any time upon written notice to the Board of Directors or to the Chief Executive Officer or the Secretary of the Corporation. Such resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Section 4. Vacancies. Unless otherwise provided in the Charter or these by-laws, in each case taking into account the obligations of the Corporation under the Stockholders’ Agreement, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director.

Section 5. Meetings and Notice. (A) Any regular meeting of the Board of Directors may be held at the principal place of business of the Corporation or at any other place as is reasonably convenient to the members of the Board of Directors and as shall be specified or fixed in the notices or waivers of notice thereof. Special meetings of the Board of Directors may be called by the Chairman of the board or any two Directors at such place, date and time as the chairman may determine.

(B) Except as otherwise required by law or provided in these by-laws, (i) written notice of any regular meeting of the Board of Directors stating the place, date and time of the meeting shall be given to each Director not less than five (5) nor more than sixty (60) days before the meeting date and (ii) written notice of any special meeting of the Board of Directors stating the place, date, time and purpose of the meeting shall be given to each Director not less than forty-eight (48) hours before the meeting date. Notice of any meeting of the Board of Directors may be given in person or by telephone, or sent by overnight courier, facsimile or other means of electronic transmission (including electronic mail) to each Director’s primary business or home.

(C) Any Director, either before or after any meeting of the Board of Directors, may waive in writing notice of the meeting, and such waiver shall be deemed the equivalent of the Corporation having given notice. Attendance at a meeting by a Director shall constitute a waiver of notice, except when the Director attends a meeting for the express purpose of objecting and objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. Quorum, Required Vote and Adjournment. At all meetings of the Board of Directors, a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business. The vote of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Charter or these by-laws shall require a vote of a greater number. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Committees. Subject to the rules and regulations of any stock exchange applicable to the Corporation, the Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one (1) or more of the Directors of the Corporation, which to the extent provided in such resolution or these by-laws, and subject to applicable law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval or (ii) adopting, amending

or repealing any bylaw of the Corporation. The Board of Directors may designate one (1) or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 8. Committee Rules. Each committee of the Board of Directors may adopt, amend and repeal rules for the conduct of its business and shall hold its meetings as provided by such rules, except as may otherwise be provided by the Board of Directors and subject to the rules and regulations of the Exchange. In the event that a member and that member’s alternate, if alternates are designated by the Board of Directors as provided in Section 7 of this Article II, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. In the absence of a provision by the Board of Directors or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article.

Section 9. Communications Equipment. Unless otherwise restricted by the Charter or these by-laws, members of the Board of Directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting as provided in this Section shall constitute presence in person at the meeting.

Section 10. Action by Written Consent. Unless otherwise restricted by the Charter or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the board or committee in accordance with applicable law.

Section 11. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the board, if any, or in the absence of the Chairman of the board by the vice Chairman of the board, if any, or in the absence of the vice Chairman of the board by the Chief Executive Officer, or in the absence of the foregoing persons by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary, an Assistant Secretary shall act as Secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary, the Chairman of the meeting may appoint any person to act as the Secretary of the meeting.

Section 12. Compensation. Unless otherwise restricted by the Charter or these by-laws, the Board of Directors shall have the authority to fix the compensation of Directors with the majority of Directors present at the meeting subject to quorum requirements.

ARTICLE III

OFFICERS

Section 1. Number. The officers of the Corporation shall be appointed by the Board of Directors and may consist of a Chief Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents, a Treasurer, a Secretary and any number of Assistant Secretaries and such other officers and assistant officers as may be deemed necessary or desirable. The Board of Directors may delegate to any elected officer of the Corporation the power to appoint and remove the officers of the Corporation and to prescribe their respective terms of office, authorities and duties. Any number of offices may be held by the same person unless the Charter or these by-laws otherwise provide. In its discretion, the Board of Directors may choose not to fill any office for any period as it may deem advisable, except that the office of Chief Executive Officer shall be filled as expeditiously as possible.

Section 2. Election and Term of Office. The officers of the Corporation shall be appointed annually by the Board of Directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Unless otherwise provided in the resolution of the Board of Directors appointing any officer, each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal; Resignation. Any officer appointed by the Board of Directors may be removed by the Board of Directors with or without cause whenever in its judgment the best interests of the Corporation would be served thereby, provided, that such removal shall be without prejudice to the contract rights, if any, of the person so removed, but the appointment of an officer shall not of itself create contractual rights. Any officer may resign at any time upon written notice to the Board of Directors or to the President, the Chief Executive Officer or the Secretary of the Corporation. Such resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Section 4. Vacancies. Any vacancy occurring in any office of the Corporation because of death, resignation, removal, disqualification or otherwise, may be filled for the unexpired portion of the term by the Board of Directors then in office at any annual, regular or special meeting.

Section 5. Compensation. Compensation of all officers shall be fixed by or under the direction of the Board of Directors (subject to any employment agreement that may then be in effect between the Corporation and the relevant officer), and no officer shall be prevented from receiving such compensation by virtue of his or her also being a Director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary, in any other capacity and receiving such compensation by reason of the fact that he or she is also Director of the Corporation.

Section 6. Chief Executive Officer. The Chief Executive Officer of the Corporation shall, subject to the provisions of these by-laws and the control of the Board of Directors, have general and active management, direction, and supervision over the business of the Corporation and over its officers. He or she shall perform all duties incident to the office of chief executive and such other duties as from time to time may be assigned to him or her by the Board of Directors or as may be provided in these by-laws. The Chief Executive Officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The Chief Executive Officer shall report

directly to the Board of Directors and shall have the right to delegate any of his powers to any other officer or employee and the authority to appoint Vice Presidents of the Corporation.

Section 7. President. The President of the Corporation shall, subject to the provisions of these by-laws and the control of the Board of Directors and the Chief Executive Officer, have general and active management, direction, and supervision over the business of the Corporation and over its officers. He or she shall perform all duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer or as may be provided in these by-laws. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or Chief Executive Officer to some other officer or agent of the Corporation. The President shall report directly to the Chief Executive Officer and shall have the right to delegate any of his powers to any other officer or employee and the authority to appoint Vice Presidents of the Corporation.

Section 8. Chief Financial Officer. The Chief Financial Officer shall be responsible for the financial affairs of the Corporation. If the Chief Financial Officer is not also the Treasurer of the Corporation, he or she shall be responsible for the supervision of the Treasurer. He or she shall perform all duties incident to the office of Chief Financial Officer, and such other duties as may from time to time be assigned to him by the Board of Directors or Chief Executive Officer or as may be provided in these by-laws.

Section 9. Vice Presidents. Each Vice President shall perform all such duties as from time to time may be assigned to him by the Board of Directors, the President or the Chief Executive Officer. There shall be no duties that are incident to the office of Vice President, other than those which are specifically assigned by the Board of Directors, the President or the Chief Executive Officer. A Vice President may not sign or countersign certificates, contracts, agreements and other documents and instruments in the name and on behalf of the Corporation, unless and except to the extent that the Board of Directors, Chief Executive Officer or President assigns such responsibility to such officer.

Section 10. The Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, shall render to the Chief Executive Officer and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation, and, in general, shall perform all the duties incident to the office of the Treasurer of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board of Directors, the Chief Executive Officer or the Chief Financial Officer or as may be provided by law.

Section 11. The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the supervision of the Chief Executive Officer, the Secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the Board of Directors, the Chief Executive Officer, the President or as may be provided by law or as these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other

officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the President may, from time to time, prescribe.

Section 12. Other Officers, Assistant Officers and Agents. Officers and assistant officers, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors that is not inconsistent with these by-laws.

Section 13. Absence or Disability of Officers. In the case of the absence or disability of any officer of the Corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any Director, or to any other person whom it may select.

ARTICLE IV

STOCK

Section 1. Form. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the chairman or vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation certifying the number of shares owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. The Board of Directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation.

Section 2. Transfer of Shares. Shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new

certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond or other form of indemnity sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 4. Dividends. Subject to the provisions of the Charter, the Board of Directors may at any regular or special meeting, declare dividends upon the stock of the Corporation either (a) out of its surplus, as defined in and computed in accordance with Sections 154 and 244 of the General Corporation Law of the State of Delaware or (b) in case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Section 5. Registered Stockholders. The names and addresses of the holders of record of the shares of each class and series of the Corporation’s capital stock, together with the number of shares of each class and series held by each record holder and the date of issue of such shares, shall be entered into the books of the Corporation. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the Corporation may, to the fullest extent permitted by law, treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

ARTICLE V

INDEMNIFICATION

Section 1. Indemnification. To the fullest extent permitted by the law of the State of Delaware as it presently exists or may hereafter be amended, the Corporation shall indemnify any person (and such person’s heirs, executors or administrators) who acted in good faith and in a manner reasonably believed to be in the Corporation’s best interests and who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Corporation or otherwise), whether civil, criminal (if such person had no reason to believe such person’s conduct was unlawful), administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, manager, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees and fees and costs of enforcing a right to indemnification under this Article V), judgments, fines and amounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. In the case of shareholder derivative actions, such indemnification as described in the preceding sentence only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and court approval is required before there can be any indemnification where such person seeking indemnification has been found liable to the Corporation. Notwithstanding the preceding sentences, except as otherwise provided in Section 3 of this Article V hereof, the Corporation shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Board.

Section 2. Advance of Expenses. To the fullest extent permitted by the laws of the State of Delaware, the Corporation shall promptly pay expenses (including attorneys’ fees and fees and costs of

enforcing a right to indemnification under this Article V) incurred by any person described in Section 1 of this Article V in appearing at, participating in or defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon presentation of an undertaking on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified under this Article V or otherwise. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article V, the Corporation shall be required to pay expenses of a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Board.

Section 3. Unpaid Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article V is not paid in full within thirty (30) days after a written claim therefor by any person described in Section 1 of this Article V has been received by the Corporation, such person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 4. Insurance. To the fullest extent permitted by the law of the State of Delaware, the Corporation may purchase and maintain insurance on behalf of any person described in Section 1 of this Article V against any liability asserted against such person, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article V or otherwise.

Section 5. Non-Exclusivity of Rights. The provisions of this Article V shall be applicable to all actions, claims, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Article V shall be deemed to be a contract between the Corporation and each director or officer (or legal representative thereof) who serves in such capacity at any time while this Article V and the relevant provisions of the law of the State of Delaware and other applicable law, if any, are in effect, and neither any alteration, amendment or repeal hereof, nor the adoption of any provision of these by-laws inconsistent with any provision of this Article V, shall affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Article V shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Article V shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, these by-laws or the Charter, vote of stockholders or directors or otherwise, or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity.

For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer or agent of the Corporation which imposes duties on, or involves services by, such director, officer or agent with respect to an employee benefit plan, its participants, or beneficiaries.

This Article V shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Section 1 of Article V hereof.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January in each year and end on the thirty-first day of the following December.

Section 2. Waiver of Notice. Whenever notice is required to be given by law or under any provision of the Charter or these by-laws, a waiver thereof, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute waiver of notice of such meeting except when such person attends for the express purpose of objecting and objects at the beginning of the meetings to the transaction of any business because the meeting is not lawfully called or convened.

Section 3. Corporate Seal. The Board of Directors may provide a corporate seal which shall be in such form as may be approved from time to time by the Board of Directors. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.

Section 4. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 5. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the Charter, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

Section 6. Books and Records. The books and records of the Corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

Section 7. Checks, Notes, Proxies, Etc. All checks and drafts on the Corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be authorized from time to time by the Board of Directors or such officer or officers who may be delegated such authority. Proxies to vote and consents with respect to securities of other corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the Chairman of the Board of Directors or the Chief Executive Officer, or by such officers as the Chairman of the Board of Directors or the Chief Executive Officer or the Board of Directors may from time to time determine.

ARTICLE VII

FORUM FOR ADJUDICATION OF DISPUTES

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee of the Corporation to the Corporation or the Corporation ‘s stockholders, (c) any action asserting a claim arising pursuant to any provision of the

General Corporation Law of the State of Delaware or (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VII.

ARTICLE VIII

AMENDMENTS

Notwithstanding any other provision of these by-laws, any alteration, amendment or repeal of these by-laws, or the adoption of new by-laws, shall require the approval of the Board of Directors or the stockholders of the Corporation as provided in the Charter and applicable law.

EX-4.1 4 a2220259zex-4_1.htm EX-4.1

Exhibit 4.1

STOCKHOLDERS AGREEMENT

DATED AS OF [ ], 2014

AMONG

ADEPTUS HEALTH INC.

AND

THE OTHER PARTIES HERETO

Table of Contents

		Page
ARTICLE I INTRODUCTORY MATTERS		1

1.1.	Defined Terms	1

1.2.	Construction	4

ARTICLE II CORPORATE GOVERNANCE MATTERS		4

2.1.	Election of Directors	4

2.2.	Committees	6

2.3.	Consent Rights	6

ARTICLE III INFORMATION		6

3.1.	Books and Records; Access	6

3.2.	Sharing of Information	7

ARTICLE IV GENERAL PROVISIONS		8

4.1.	Termination	8

4.2.	Notices	8

4.3.	Amendment; Waiver	9

4.4.	Further Assurances	9

4.5.	Assignment	9

4.6.	Third Parties	9

4.7.	Governing Law	9

4.8.	Jurisdiction; Waiver of Jury Trial	9

4.9.	Specific Performance	10

4.10.	Entire Agreement	10

4.11.	Severability	10

4.12.	Table of Contents, Headings and Captions	10

4.13.	Grant of Consent	10

4.14.	Counterparts	10

4.15.	Effectiveness	10

4.16.	No Recourse	10

STOCKHOLDERS AGREEMENT

This Stockholders Agreement is entered into as of [ ], 2014 by and among Adeptus Health Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).

BACKGROUND:

WHEREAS, the Company is currently contemplating an underwritten initial public offering (“IPO”) of shares of its Common Stock;

WHEREAS, the Company is the managing member of Adeptus Health LLC, a Delaware limited liability company; and

WHEREAS, in connection with, and effective upon, the date of completion of the IPO (the “Closing Date”), the Company and the Investor Parties wish to set forth certain understandings between such parties, including with respect to certain governance matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:

ARTICLE I
INTRODUCTORY MATTERS

1.1. Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters:

“Affiliate” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.

“Agreement” means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.

“Beneficial Owner” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

“beneficially own” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

“Board” means the board of directors of the Company.

“Business Day” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.

“Change of Control” means the occurrence of any of the following events: (i) any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto, excluding a group of Persons that is party to this Agreement, is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding voting securities; or (ii) the following individuals cease for any reason to constitute a majority of the number of Directors of the Company then serving: individuals who, on the Closing Date, constitute the Company Board and any new Director whose appointment or election by the Company Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors on the Closing Date or whose appointment, election or nomination for election was previously so approved or recommended by the Directors referred to in this clause (ii); or (iii) there is consummated a merger or consolidation of the Company with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the Company Board immediately prior to the merger or consolidation does not constitute at least a majority of the board of Directors of the company surviving the merger or, if the surviving company is a Subsidiary, the ultimate parent thereof, or (y) the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Company of all or substantially all of the Company’s assets, other than such sale or other disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding the foregoing, except with respect to clause (ii) and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

“Closing Date” has the meaning set forth in the Background.

“Company” has the meaning set forth in the Preamble.

“Company Board” means the board of directors of the Company.

“Common Stock” means the shares of common stock, par value $0.01 per share, of the Company, and any other capital stock of the Company into which such stock is reclassified or reconstituted and any other common stock of the Company.

“Control” (including its correlative meanings, “Controlled by” and “under common Control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“Director” means any member of the Board.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“Expiration Date” has the meaning set forth in Section 4.1.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Investor Parties” has the meaning set forth in the Preamble.

“IPO” has the meaning set forth in the Background.

“Law” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

“Observer” has the meaning set forth in Section 2.1(a).

“Permitted Assigns” means with respect to a Sterling Entity, a Transferee of shares of Common Stock that agrees to become party to, and to be bound to the same extent as its Transferor by the terms of, this Agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.

“Sterling Designee” has the meaning set forth in Section 2.1(b).

“Sterling Entities” means the entities comprising Sterling Partners, their Affiliates and their respective successors and Permitted Assigns.

“Sterling Partners” means the entities listed on the signature pages hereto under the heading “Sterling Partners.”

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of

any contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing member, managing director or other governing body or general partner of such limited liability company, partnership, association or other business entity.

“Total Number of Directors” means the total number of Directors comprising the Board.

“Transfer” (including its correlative meanings, “Transferor,” “Transferee” and “Transferred”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “Transfer” shall have such correlative meaning as the context may require.

1.2. Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, and (c) the words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.

ARTICLE II
CORPORATE GOVERNANCE MATTERS

2.1. Election of Directors

(a) Following the Closing Date, Sterling Partners shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Sterling Entities collectively beneficially own 50% or more of the Company’s then outstanding voting securities; (ii) 40% of the Total Number of Directors, in the event that the Sterling Entities collectively beneficially own 40% or more, but less than 50%, of the Company’s then outstanding voting securities; (iii) 30% of the Total Number of Directors, in the event that the Sterling Entities collectively beneficially own 30% or more, but less than 40%, of the Company’s then outstanding voting securities; (iv) 20% of the Total Number of Directors, in the event that the Sterling Entities collectively beneficially own 20% or more, but less than 30%, of the Company’s then

outstanding voting securities; and (v) 10% of the Total Number of Directors, in the event that the Sterling Entities collectively beneficially own 5% or more, but less than 20%, of the Company’s then outstanding voting securities. For purposes of calculating the number of directors that Sterling Partners is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. In addition, in the event that Sterling Partners has the right to designate only one Director pursuant to this Section 2.1(a), then Sterling Partners shall also have the right to designate one additional individual (an “Observer”) to attend all Board meetings; provided that such observer shall not have the right to participate in any vote, consent or other action of the Board or its committees.

(b) In the event that Sterling Partners has nominated less than the total number of designees Sterling Partners shall be entitled to nominate pursuant to Section 2.1(a), Sterling Partners shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable Sterling Partners to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by Sterling Partners to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom Sterling Partners shall actually nominate pursuant to this Section 2.1 as a Director shall be referred to herein as a “Sterling Designee.”

(c) In the event that a vacancy is created at any time by the death, retirement or resignation of any Director designated by Sterling Partners pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of Sterling Partners, if such Director was designated by Sterling Partners, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same.

(d) The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the persons designated pursuant to this Section 2.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a Sterling Designee pursuant to this Stockholders Agreement.

(e) Each Sterling Entity agrees, to the fullest extent permitted by applicable Law, to vote, or act by written consent with respect thereto, any shares of Common Stock beneficially owned by it that are entitled to vote in the election of Directors at any meeting of stockholders called for the purpose of electing Directors, to cause the Sterling Designees

nominated pursuant to this Section 2.1 to be elected to the Board, and to solicit proxies or consents in favor thereof.

(f) Each of the Investor Parties agrees, to the fullest extent permitted by applicable Law, to refrain from voting to remove from the Board, any Director nominated pursuant to this Section 2.1, other than for cause.

2.2. Committees

(a) For so long as the Company qualifies as a “controlled company” under applicable listing standards and to the fullest extent permitted by applicable Law, Sterling Partners shall have the right, but not the obligation, to designate (i) a majority of the members of any Corporate Governance and Nominating Committee or similar committee of the Board and (ii) up to two members of any Compensation Committee or similar committee of the Board. In the event that the Company no longer qualifies as a “controlled company” under applicable listing standards, Sterling Partners shall continue to have the right to designate at least one member of each such committee of the Board for so long as permitted under applicable Law; provided, however, Sterling Partners shall cease to have such right to designate a committee member in the event that Sterling Partners ceases to have the right to designate a Director pursuant to Section 2.1(a).

(b) In the event that Sterling Partners does not have the right to designate a member of any committee of the Board under applicable Law or this Agreement, then Sterling Partners shall have the right, to the fullest extent permitted by applicable Law, to appoint an Observer to any such committee; provided, however, that Sterling Partners shall cease to have the right to designate an Observer to any such committee in the event that Sterling Partners ceases to have the right to designate a Director pursuant to Section 2.1(a).

2.3. Consent RightsFor so long as the Sterling Entities beneficially own 35% or more of the Company’s then outstanding voting securities, the following actions by the Company or any of its Subsidiaries shall require the approval of all Sterling Partners, in addition to the Board’s approval (or the approval of the requisite governing body of any Subsidiary of the Company):

(a) the hiring or firing of the chief executive officer of the Company;

(b) any Change of Control;

(c) entering into any agreement providing for the acquisition or divestiture of assets or Persons, in each such case providing for aggregate consideration in excess of $50 million; and

(d) any issuance of equity securities by the Company or any of its Subsidiaries for an aggregate consideration in excess of $50 million.

ARTICLE III
INFORMATION

3.1. Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall

be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in addition to other information that might be reasonably requested by the Sterling Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity (and any party receiving Information from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities without the loss of any such privilege.

3.2. Sharing of Information. Individuals associated with Sterling Partners may from time to time serve on the boards of directors of the Company and its Subsidiaries. The Company, on its behalf and on behalf of its Subsidiaries, recognizes that such individuals (i) will from time to time receive non-public information concerning the Company and its Subsidiaries, and (ii) may (subject to the obligation to maintain the confidentiality of such information in accordance with Section 3.1) share such information with other individuals associated with Sterling Partners. Such sharing will be for the dual purpose of facilitating support to such individuals in their capacity as directors and enabling the Sterling Entities, as equityholders, to

better evaluate the Company’s performance and prospects. The Company, on behalf of itself and its Subsidiaries, hereby irrevocably consents to such sharing.

ARTICLE IV
GENERAL PROVISIONS

4.1. Termination. This Agreement shall terminate on the earlier to occur of (i) the date (the “Expiration Date”) that is one year after the date on which the Company ceases to qualify as a “controlled company” within the meaning of the NYSE Rules and (ii) upon the delivery of a written notice by Sterling Partners to the Company requesting that this Agreement terminate.

4.2. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to the Company at the address set forth below and to any other recipient at the address indicated on the Company’s records, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when sent by facsimile (receipt confirmed) delivered personally, five (5) days after deposit in the U.S. mail and one (1) day after deposit with a reputable overnight courier service.

The Company’s address is:

Adeptus Health Inc.
2941 South Lake Vista, Suite 200
Lewisville, Texas 75067
[Attention: Chief Executive Officer]

[with a mandatory copy to:

Adeptus Health Inc.
2941 South Lake Vista, Suite 200
Lewisville, Texas 75067
[Attention: Chief Financial Officer]]

The Sterling Entities’ address is:

Sterling Partners
401 N. Michigan Ave., Suite 3300
Chicago, Illinois 60611
Fax: [ ]

with a copy (not constituting notice) to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017

Attention: Joseph H. Kaufman, Esq.
Fax: (212) 455-2000

4.3. Amendment; Waiver. This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the Company and the other parties hereto. Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

4.4. Further Assurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof. To the fullest extent permitted by law, the Company shall not directly or indirectly take any action that is intended to, or would reasonably be expected to result in, any Sterling Entity being deprived of the rights contemplated by this Agreement.

4.5. Assignment. This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided, however, that each Sterling Entity shall be entitled to assign, in whole or in part, to any of its Permitted Assigns without such prior written consent any of its rights hereunder.

4.6. Third Parties. Except as provided for in Section 3.2 with respect to any Sterling Entity, this Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.

4.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof.

4.8. Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the parties unconditionally accepts the jurisdiction and venue of or, if the Court of Chancery does not have subject matter jurisdiction over this matter, the Superior Court of the State of Delaware (Complex Commercial Division), or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by law, service of process may be made by delivery provided pursuant to the directions in Section 4.2. EACH OF THE PARTIES HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY

JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

4.9. Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.

4.10. Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

4.11. Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (i) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (ii) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (iii) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

4.12. Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

4.13. Grant of Consent. Any vote, consent or approval of Sterling Partners or a Sterling Entity hereunder shall be deemed to be given with respect to such entities or entity if such vote, consent or approval is given by members of such entities or entity having a pecuniary interest in a majority of the shares of Common Stock over which all members of such entities or entity then have a pecuniary interest.

4.14. Counterparts. This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).

4.15. Effectiveness. This Agreement shall become effective upon the Closing Date.

4.16. No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities

that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above written.

	ADEPTUS HEALTH INC.


	By:
	Name:
	Title:

[Signature Page to Stockholders Agreement]

STERLING PARTNERS:

First Choice AIV Holding LLC
By: SCP III AIV THREE - FCER, L.P., its general partner


By:
Name:
Title:


SCP III AIV THREE - FCER Conduit, L.P.
By: SC Partners III, L.P., its general partner


By:
Name:
Title:


[ ]
By: [ ], its general partner


By:
Name:
Title:

[Signature Page to Stockholders Agreement]

EX-10.3 5 a2220259zex-10_3.htm EX-10.3

Exhibit 10.3

CREDIT AGREEMENT

Dated as of October 31, 2013

among

FIRST CHOICE ER, LLC,

as the Borrower,

THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,

as the Guarantors,

FIFTH STREET FINANCE CORP.,

as Administrative Agent and L/C Arranger,

and

THE OTHER LENDERS PARTY HERETO

TABLE OF CONTENTS

		Page

ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS	1
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	38
1.03	Accounting Terms; Calculation of Financial Covenants on a Pro Forma Basis	39
1.04	Rounding	40
1.05	Times of Day	40
1.06	Letter of Credit Amounts	40

ARTICLE II	THE COMMITMENTS AND CREDIT EXTENSIONS	40
2.01	Revolving Loans and Term Loan	40
2.02	Borrowings, Conversions and Continuations of Loans	41
2.03	Letters of Credit	42
2.04	[Reserved]	43
2.05	Prepayments	43
2.06	Termination or Reduction of Aggregate Revolving Commitments	46
2.07	Repayment of Loans	46
2.08	Interest	47
2.09	Fees	47
2.10	Computation of Interest and Fees	48
2.11	Evidence of Debt	48
2.12	Payments Generally; Administrative Agent’s Clawback	49
2.13	Sharing of Payments by Lenders	50
2.14	Reserved	51
2.15	Defaulting Lenders	51
2.16	Tax Reporting	52

ARTICLE III	TAXES, YIELD PROTECTION AND ILLEGALITY	52
3.01	Taxes	52
3.02	Illegality	56
3.03	Inability to Determine Rates	57
3.04	Increased Costs	57
3.05	Compensation for Losses	59
3.06	Mitigation of Obligations; Replacement of Lenders	59
3.07	Survival	60

ARTICLE IV	GUARANTY	60
4.01	The Guaranty	60
4.02	Obligations Unconditional	60
4.03	Reinstatement	61

4.04	Certain Additional Waivers	61
4.05	Remedies	61
4.06	Rights of Contribution	62
4.07	Guarantee of Payment; Continuing Guarantee	62
4.08	Keepwell	62

ARTICLE V	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	62
5.01	Conditions of Effectiveness	62
5.02	Conditions to all Credit Extensions	65
5.03	Conditions to Extension of Delayed Draw Term Loans	66

ARTICLE VI	REPRESENTATIONS AND WARRANTIES	67
6.01	Existence, Qualification and Power	67
6.02	Authorization; No Contravention	68
6.03	Governmental Authorization; Other Consents	68
6.04	Binding Effect	68
6.05	Financial Statements; No Material Adverse Effect	68
6.06	Litigation	69
6.07	No Default	69
6.08	Ownership of Property; Liens	69
6.09	Environmental Compliance	70
6.10	Insurance	71
6.11	Taxes	71
6.12	ERISA Compliance	71
6.13	Subsidiaries	72
6.14	Margin Regulations; Investment Company Act	72
6.15	Disclosure	72
6.16	Compliance with Laws	73
6.17	Intellectual Property; Licenses, Etc.	73
6.18	Solvency	74
6.19	Perfection of Security Interests in the Collateral	74
6.20	Business Locations; Taxpayer Identification Number	74
6.21	Reimbursement from Medical Reimbursement Programs	74
6.22	Licensing and Accreditation	74
6.23	OFAC	75
6.24	Casualty, etc.	75

ARTICLE VII	AFFIRMATIVE COVENANTS	75
7.01	Financial Statements	75
7.02	Certificates; Other Information	77
7.03	Notices	79
7.04	Payment of Taxes	79

7.05	Preservation of Existence, Etc.	80
7.06	Maintenance of Properties	80
7.07	Maintenance of Insurance	80
7.08	Compliance with Laws	80
7.09	Books and Records	81
7.10	Inspection Rights	81
7.11	Use of Proceeds	82
7.12	Holdings, Additional Subsidiaries and non-Immaterial Subsidiaries	82
7.13	Pledged Assets	83
7.14	Government Receivables Accounts	83
7.15	Cash Collateral Accounts	84
7.16	Reserved	84
7.17	Interest Rate Protection Agreements	84
7.18	Sterling Equity Reserve	84
7.19	Compliance with Environmental Laws	84
7.20	Preparation of Environmental Reports	85
7.21	Further Assurances	85
7.22	Compliance with Terms of Leaseholds	85
7.23	Material Contracts	86
7.24	Conference Calls	86
7.25	Post-Closing Covenants	86

ARTICLE VIII	NEGATIVE COVENANTS	87
8.01	Liens	87
8.02	Investments	88
8.03	Indebtedness	89
8.04	Fundamental Changes	91
8.05	Dispositions	91
8.06	Restricted Payments	92
8.07	Change in Nature of Business	92
8.08	Transactions with Affiliates; Management Fees	92
8.09	Burdensome Agreements	93
8.10	Use of Proceeds	93
8.11	Financial Covenants	93
8.12	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity	94
8.13	Ownership of Subsidiaries	95
8.14	Sale Leasebacks	95
8.15	Sanctions	95
8.16	MPT Documents and Transactions	95
8.17	Permitted Activities of Holdings	96

iii

ARTICLE IX	EVENTS OF DEFAULT AND REMEDIES	97
9.01	Events of Default	97
9.02	Remedies Upon Event of Default	100
9.03	Application of Funds	100
9.04	Right to Cure Financial Covenant Defaults	101

ARTICLE X	ADMINISTRATIVE AGENT	102
10.01	Appointment and Authority	102
10.02	Rights as a Lender	102
10.03	Exculpatory Provisions	103
10.04	Reliance by Administrative Agent	104
10.05	Delegation of Duties	104
10.06	Resignation of Administrative Agent	104
10.07	Non-Reliance on Administrative Agent and Other Lenders	105
10.08	No Other Duties; Etc.	105
10.09	Administrative Agent May File Proofs of Claim	105
10.10	Collateral and Guaranty Matters	106
10.11	Secured Cash Management Agreements and Secured Hedge Agreements	107

ARTICLE XI	MISCELLANEOUS	107
11.01	Amendments, Etc.	107
11.02	Notices; Effectiveness; Electronic Communications	109
11.03	No Waiver; Cumulative Remedies; Enforcement	111
11.04	Expenses; Indemnity; Damage Waiver	111
11.05	Payments Set Aside	113
11.06	Successors and Assigns	114
11.07	Treatment of Certain Information; Confidentiality	118
11.08	Right of Setoff	118
11.09	Interest Rate Limitation	119
11.10	Counterparts; Integration; Effectiveness	120
11.11	Survival of Representations and Warranties	120
11.12	Severability	120
11.13	Replacement of Lenders	121
11.14	Governing Law; Jurisdiction; Etc.	121
11.15	Waiver of Jury Trial	122
11.16	No Advisory or Fiduciary Responsibility	122
11.17	Electronic Execution of Assignments and Certain Other Documents	123
11.18	Reserved	123
11.19	Exclusion from Representations and Warranties and Covenants	123
11.20	USA PATRIOT Act	124
11.21	Notice of Final Agreement	124

SCHEDULES

	1.01A	Competitors
	1.01B	Certain Add-backs to Consolidated EBITDA
	2.01	Commitments and Applicable Percentages
	6.05(b)	GAAP Exceptions
	6.13	Subsidiaries
	6.17	IP Rights
	6.20-1	Locations of Real Property
	6.20-2	Location of Chief Executive Office, Taxpayer Identification Number, Etc.
	6.20-3	Changes in Legal Name, State of Formation and Structure\
	7.23	Material Contracts
	8.01	Liens Existing on the Closing Date
	8.02	Investments Existing on the Closing Date
	8.03	Indebtedness Existing on the Closing Date
	11.02	Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

	A	Form of Loan Notice
	B	[Reserved]
	C	Form of Note
	D	Form of Compliance Certificate
	E	Form of Joinder Agreement
	F-1	Form of Assignment and Assumption
	F-2	Form of Administrative Questionnaire
	G	Forms of U.S. Tax Compliance Certificates
	H	Form of Perfection Certificate
	I	Form of Closing Date Certificate
	J	Form of Subordinated Intercompany Note

CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of October 31, 2013 among, FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and FIFTH STREET FINANCE CORP. (“FSFC”), as Administrative Agent and L/C Arranger.

The Borrower has requested that the Lenders provide $250,000,000 in credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means, with respect to any Person, the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a) all or any substantial portion of the property of, or a line of business or division of, another Person or (b) at least a majority of the Equity Interests of another Person entitled to vote for members of the board of directors or equivalent governing body of such Person, in each case whether or not involving a merger or consolidation with such other Person.

“Acquisition Consideration” means, with respect to any Acquisition, the aggregate cash and non-cash consideration for such Acquisition. The “Acquisition Consideration” for any Acquisition expressly includes Indebtedness assumed in such Acquisition and the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including earn-out payments) incurred in connection with such Acquisition. The “Acquisition Consideration” for any Acquisition expressly excludes Equity Interests of the Borrower issued directly to the seller as consideration for such Acquisition and any proceeds of an Excluded Equity Issuance used to finance all or part of such Acquisition.

“Administrative Agent” means Fifth Street in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit F-2 or any other form approved by the Administrative Agent.

“Affiliate” means, as with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders. The amount of the Aggregate Revolving Commitments in effect on the Closing Date is TEN MILLION DOLLARS ($10,000,000).

“Agreement” means this Credit Agreement.

“Applicable Percentage” means with respect to any Lender at any time, (a) with respect to such Lender’s Revolving Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15; provided that if the commitment of each Lender to make Revolving Loans has been terminated pursuant to Section 9.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments, (b) with respect to such Lender’s portion of the outstanding Term Loan at any time, the percentage (carried out to the ninth decimal place) of the outstanding principal amount of the Term Loan held by such Lender at such time subject to adjustment as provided in Section 2.15; and (c) with respect to such Lender’s unused Delayed Draw Term Loan Commitment at any time, the percentage (carried out to the ninth decimal place) of the unused Delayed Draw Term Loan Commitments represented by such Lender’s unused Delayed Draw Term Loan Commitment at such time, subject to adjustment as provided in Section 2.15; provided that if the commitment of each Lender to make Delayed Draw Term Loans has been terminated pursuant to Section 9.02 or if the Delayed Draw Term Loan Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto.

“Applicable Rate” means (a) with respect to LIBOR Rate Loans, 7.50% and (b) with respect to Base Rate Loans, 6.50%.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit F-1 or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” means, with respect to any Person on any date, (a) in respect of any capital lease, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation (other than such a transaction directly and solely related to any MPT Facility), the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease, (c) in respect of any Securitization Transaction, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, as mutually agreed by the Administrative Agent and the Borrower in their respective reasonable judgment, and (d) in respect of any Sale and Leaseback Transaction (other than such a transaction directly and solely related to any MPT Facility), the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.

“Availability” means an amount equal to the difference of the Aggregate Revolving Commitments less the Total Revolving Outstandings.

“Availability Period” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Revolving Loans.

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent), (b) the sum of one half of one percent (0.50%) per annum and the Federal Funds Rate, and (c) the sum of (x) LIBOR (but for the avoidance of doubt, not less than one percent (1.00%) per annum), plus (y) the excess of the Applicable Rate for LIBOR Rate Loans over the Applicable Rate for Base Rate Loans, in each instance, as of such day. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “bank prime loan” rate, the Federal Funds Rate or LIBOR.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Beneficiary” means any member of the MPT Group, as a third party beneficiary, for whose benefit Borrower is requesting L/C Arranger to arrange for a Letter of Credit.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 7.02.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of LIBOR Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located or in the State of New York and, if such day relates to any LIBOR Rate Loan or any Base Rate Loan bearing interest at a rate based on the LIBOR Rate, means any such day that is also a London Banking Day.

“Businesses” has the meaning specified in Section 6.09(a).

“Capital Expenditure Equity Issuance” means any Equity Issuance by (i) Holdings, the Net Cash Proceeds of which are contributed as a cash common equity contribution for use in accordance with clause (ii) of this definition, or (ii) the Borrower (so long as such Equity Issuance does not result in a Change of Control) the Net Cash Proceeds of which are used by the Borrower or any Subsidiary to directly finance 100% of capital expenditures provided that (a) at the time of such issuance (and immediately after giving effect thereto), no Event of Default has occurred and is continuing and (b) the Borrower notifies the Administrative Agent in writing prior to the receipt of such Net Cash Proceeds that such Net Cash Proceeds are designated for Consolidated Capital Expenditures.

“Cash Collateral Account” means a deposit account of one or more of the Loan Parties.

“Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d).

“Cash Management Agreement” means any agreement to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p cards (including, purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement with the Borrower or any Subsidiary provided that (a) at the time such Person enters into such Cash Management Agreement, such Person is a Lender or an Affiliate of a Lender, or (b) such Cash Management Agreement exists on the Closing Date and such Person is a Lender or an Affiliate of a Lender on the Closing Date.

“CHAMPVA” means the Civilian Health and Medical Program of the Department of Veteran Affairs, a program of medical benefits covering retirees and dependents of former members of the armed services administered by the United States Department of Veteran Affairs, and all laws, rules, regulations, manuals, orders, guidelines or requirements pertaining to such program including (a) all Federal statutes (whether set forth in 38 U.S.C. §1713 or elsewhere) affecting such program; and (b) all rules, regulations (including 38 C.F.R. §§17.270-17.278), manuals, orders and administrative guidelines of all Governmental Authorities promulgated pursuant to or in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd

Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:

(a) Sterling and its Controlled Investment Affiliates shall cease to own and control legally and beneficially (free and clear of all Liens, other than Liens in favor of the Administrative Agent for the benefit of the holders of Obligations), either directly or indirectly, Equity Interests of the Borrower representing more than 50% of the combined voting power of all Equity Interests entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully diluted basis (taking into account all such securities that Sterling and its Controlled Investment Affiliates have the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”));

(b) Sterling and its Controlled Investment Affiliates shall cease to own and control legally and beneficially (free and clear of all Liens), either directly or indirectly, Equity Interests of Holdings representing more than 50% of the combined voting power of all Equity Interests entitled to vote for members of the board of directors or equivalent governing body of Holdings on a fully diluted basis (taking into account all such securities that Sterling and its Controlled Investment Affiliates have the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)); provided that this clause (b) shall not become operative until the earlier of (i) the date on which Holdings is formed and (ii) the Holdings Outside Date;

(c) Holdings shall cease to directly own and control legally and beneficially (free and clear of all Liens, other than Liens in favor of the Administrative Agent for the benefit of the holders of Obligations) Equity Interests of the Borrower representing 100% of the combined voting power of all Equity Interests entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully diluted basis; provided that this clause (c) shall not become operative until the earlier of (i) the date on which Holdings is formed and (ii) the Holdings Outside Date; or

(d) Sterling and its Controlled Investment Affiliates shall cease to have the ability to elect (either through share ownership or contractual voting or proxy rights) a majority of the board of directors or equivalent governing body of the Borrower.

“Closing Date” means the date hereof.

“Closing Date Term Loan” has the meaning specified in Section 2.01(b).

“Closing Date Term Loan Commitment” means, as to each Lender, its obligation to make its portion of the Term Loan to the Borrower pursuant to Section 2.01(b), in the principal amount set forth opposite such Lender’s name on Schedule 2.01. The aggregate principal amount of the Term Loan Commitments of all of the Lenders as in effect on the Closing Date is SEVENTY-FIVE MILLION DOLLARS ($75,000,000).

“CMS” means the Centers for Medicare & Medicaid Services, the federal agency responsible for administering Medicare, Medicaid, SCHIP (State Children’s Health Insurance) and other federal health-related programs.

“Collateral” means a collective reference to all property with respect to which Liens in favor of the Administrative Agent, for the benefit of itself and the other holders of the Obligations, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.

“Collateral Documents” means, collectively, the Security Agreement, each DACA, the Mortgages, the Perfection Certificate, each of the mortgages, collateral assignments, security agreements, pledge agreements, control agreements, or other similar agreements delivered to the Administrative Agent pursuant to Section 7.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the holders of the Obligations (or any subset thereof).

“Collection Account Agreement” has the meaning assigned to such term in the Security Agreement.

“Commitment” means, as to each Lender, the Revolving Commitment of such Lender, the Delayed Draw Term Loan Commitment of such Lender and/or the Term Loan Commitment of such Lender.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.).

“Competitor” means any Person (a “Direct Competitor”) whose principal source of revenue is the operation or management of a Medical Services Business and any Person who owns more than 50% of a Direct Competitor; provided that (i) each such Person is listed as a Direct Competitor on Schedule 1.01A as delivered to the Administrative Agent on the Closing Date (as updated from time to time by the Borrower to include other Persons that meet the criteria of a Competitor set forth in this definition), and (ii) any such update following the Closing Date shall not be effective until 3 days following the date on which the Administrative Agent receives such update.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Capital Expenditures” means, for any period, for the Borrower and its Subsidiaries (including the members of the MPT Group) on a consolidated basis, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).

“Consolidated Current Assets” means, at any date of determination, the total assets of the Borrower and its Subsidiaries (other than cash, Cash Equivalents, debt from Affiliates and deferred tax liabilities) which may be properly classified as current assets on a consolidated balance sheet of the Borrower and its Subsidiaries in accordance with GAAP.

“Consolidated Current Liabilities” means, at any date of determination, the total liabilities of the Borrower and its Subsidiaries (other than the current portion of any Loans and deferred tax liabilities) which may be properly classified as current liabilities on a consolidated balance sheet of the Borrower and its Subsidiaries in accordance with GAAP.

“Consolidated EBITDA” means, for any period, for Borrower and its Subsidiaries (including the MPT Group) on a consolidated basis, an amount equal to the sum of:

(a) Consolidated Net Income for such period plus

(b) without duplication, the following to the extent deducted in calculating such Consolidated Net Income:

(i) Consolidated Interest Charges for such period,

(ii) the provision for federal, state, local and foreign income and franchise taxes payable for such period,

(iii) depreciation and amortization expense for such period,

(iv) expenses incurred during such period to the extent the same have been reimbursed in cash during such period by a third party (other than the Borrower or any of its Subsidiaries) plus

(i) to the extent paid during such period (A) Management Fees to the extent such payments were permitted by Section 8.08(b), (B) Management Expenses in an aggregate amount not to exceed $750,000 during the term of this Agreement and (C) board fees,

(ii) non-cash stock based compensation expense for such period,

(iii) non-cash losses for such period resulting from marking to market of Swap Contracts,

(iv) deferred loan costs for such period with respect to the Refinanced Credit Agreement,

(v) preopening expenses incurred during such period in connection with (x) Facilities purchased or developed by any member of the MPT Group prior to the Closing Date in an aggregate amount not to exceed for each such Facility the amount set forth next to the name of such Facility on Schedule 1.01B, and (y) Facilities purchased or developed by any member of the MPT Group after the Closing Date in an aggregate amount not to exceed $250,000 per Facility,

(vi) fees and expenses incurred with respect to regulatory or strategic activities during such period, including any redesign of the physical plant in order to comply with state regulations, in an aggregate amount not to exceed $500,000 during the term of this Agreement,

(vii) litigation fees and expenses (other than malpractice claims) during such period, in an aggregate amount not to exceed $313,000 during the term of this Agreement,

(viii) executive recruitment and relocation fees and expenses for executives incurred during such period, in an aggregate amount not to exceed $500,000 during the term of this Agreement,

(ix) fees and expenses incurred during such period with respect to regulatory or strategic activities in order to do business in a new state during such period, including consultants fees, in an aggregate amount not to exceed $500,000 during the term of this Agreement,

(x) fees and expenses incurred during such period (and owing to Persons that are not the Borrower or any of its Subsidiaries or any of their respective Affiliates) on Facility locations that will not be developed in an aggregate amount not to exceed $500,000 during the term of this Agreement,

(xi) lease expenses, writeoffs and other losses incurred during such period (and, in each case owing to Persons that are not the Borrower or any of its Subsidiaries or any of their respective Affiliates) in connection with (A) the former corporate headquarters located at 2624 Long Prairie Road, Flower Mound, Texas in an aggregate amount not to exceed $525,000 (or $0 with respect to any period ending after December 31, 2013) during the term of this Agreement, or (B) any other closings or relocations of Facilities during such period in an aggregate amount not to exceed $400,000 per Facility and $1,000,000 for all Facilities during the term of this Agreement,

(xii) fees, charges and expenses incurred during such period in connection with the consummation of the Transactions on or prior to the Closing Date not to exceed $450,000 in the aggregate during the term of this Agreement;

(xiii) fees and expenses incurred during such period (and owing to Persons that are not the Borrower or any of its Subsidiaries or any of their respective Affiliates) (A) in connection with the negotiation, execution and delivery of the MPT Documents, provided that such fees and expenses are paid within 150 days following June 7, 2013 or (B) to amend the MPT Documents in connection with the transactions contemplated by this Agreement, in the case of clause (A) and (B), taken together, in an aggregate amount not to exceed $350,000 during the term of this Agreement,

(xiv) fees, charges and expenses incurred during such period, to the extent paid in cash, in connection with the consummation of any Permitted Acquisitions (whether or not consummated) in an aggregate amount for all such Acquisitions not in excess of $250,000 in any fiscal year, and

(xv) costs, expenses and losses incurred during such period (which shall in no event include any period that ends after September 30, 2014) related to the termination of existing interest rate hedging arrangements in respect of the Refinanced Credit Agreement in an aggregate amount not to exceed $535,000, plus

(d) any proceeds received by the Borrower and its Subsidiaries (including members of the MPT Group) during such period under any business interruption policy to the extent not included in calculating Consolidated Net Income, minus

(e) to the extent included in calculating such Consolidated Net Income, non-cash gains for such period resulting from marking to market of Swap Contracts.

Notwithstanding the foregoing, with respect to any test period of twelve consecutive fiscal months of Borrower, (a) the aggregate amount of consolidated EBITDA (calculated in the same manner as Consolidated EBITDA) attributable to any Facility that has been operational for less than the full twelve consecutive fiscal month period but for more than one full month during such period, and which

continues to be operational as of the last day of such test period (each, a “Specified Facility”) shall be calculated by annualizing the Facility EBITDA (calculated in the same manner as Consolidated EBITDA) for the number of full months remaining in the test period (excluding the first full month) using the most recent financial statements required to be delivered by the Loan Parties to the Administrative Agent pursuant to Section 7.01 and (b) the aggregate amount of annualized consolidated EBITDA attributable to all Specified Facilities in any period of twelve consecutive fiscal months and calculated in the manner specified in foregoing clause (a) less all actual consolidated EBITDA (calculated in the same manner as Consolidated EBITDA) attributable to all Specified Facilities for such period of twelve consecutive fiscal months shall not exceed (i) for each period of twelve consecutive fiscal months of Borrower ending March 31, 2014, June 30, 2014 and September 30, 2014, respectively, 35% of the aggregate Consolidated EBITDA for such period, (ii) for the twelve consecutive fiscal months of Borrower ending December 31, 2014, 30% of the aggregate Consolidated EBITDA for such period and (iii) for any period of twelve consecutive fiscal months ending after December 31, 2014, 25% of the aggregate Consolidated EBITDA for such period.

Notwithstanding anything contained in the foregoing to the contrary, (i) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal month ended October 31, 2012 shall be deemed to be $1,054,023, (ii) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal month ended November 30, 2012 shall be deemed to be $959,119, (iii) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal month ended December 31, 2012 shall be deemed to be $1,939,257, (iv) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal month ended January 31, 2013 shall be deemed to be $1,790,768, (v) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal month ended February 28, 2013 shall be deemed to be $694,155, (vi) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal month ended March 31, 2013 shall be deemed to be $1,149,612, (vii) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal month ended April 30, 2013 shall be deemed to be $957,969, (viii) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal month ended May 31, 2013 shall be deemed to be $1,786,199, (ix) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal month ended June 30, 2013 shall be deemed to be $928,025, (x) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal month ended July 31, 2013 shall be deemed to be $553,258, (xi) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal month ended August 31, 2013 shall be deemed to be $904,937, and (xii) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal month ended September 30, 2013 shall be deemed to be $1,136,734. Consolidated EBITDA for the 12 months ending September 30, 2013 shall be deemed to be $17,006,053.

“Consolidated Funded Indebtedness” means Funded Indebtedness of the Borrower and its Subsidiaries (including the members of the MPT Group) on a consolidated basis.

“Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under capital leases that is treated as interest in accordance with GAAP plus (c) the implied interest component of Synthetic Lease Obligations with respect to such period; provided that (i) for the period of twelve consecutive fiscal months ending March 31, 2014, Consolidated Interest Charges shall be deemed to be the actual Consolidated Interest Charges for the three consecutive fiscal months ending March 31, 2014 multiplied by 4, (ii) for the period of twelve consecutive fiscal months ending June 30, 2014, Consolidated Interest Charges shall be deemed to be the actual Consolidated Interest Charges for the six consecutive fiscal months ending June 30, 2014 multiplied by 2, and (iii) for the period of twelve consecutive fiscal months ending September 30, 2014, Consolidated Interest Charges shall be deemed to

be the actual Consolidated Interest Charges for the nine consecutive fiscal months ending September 30, 2014 multiplied by 4/3.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the twelve consecutive fiscal months most recently ended to (b) cash Consolidated Interest Charges for the period of the twelve fiscal months most recently ended.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the twelve fiscal months most recently ended.

“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries (including the members of the MPT Group) on a consolidated basis, net income, including (i) all extraordinary losses and (ii) extraordinary gains not to exceed $1,000,000 for all periods.

“Contract Provider” means any Person who provides professional health care services under or pursuant to any contract or other arrangement with the Borrower or any Subsidiary or any employee, agent or subcontractor of such a Person.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling”, “Controlled” and “under common Control with” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Controlled Investment Affiliate” shall mean, with respect to Sterling, any Person that is (i) organized by Sterling or an Affiliate of Sterling for the purpose of making equity or debt investments in one or more companies, (ii) controlled by, or is under common control with, Sterling and (iii) engaged in the business of making equity investments in the ordinary course of business. For purposes of this definition “control” means the power to direct or cause the direction of management and policies of a Person, whether by contract or otherwise.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an issuance of a Letter of Credit arranged by the L/C Arranger.

“Cure Notice” has the meaning specified in Section 9.04.

“Cure Right” has the meaning specified in Section 9.04.

“DACA” has the meaning assigned to such term in Section 4(a)(iv) of the Security Agreement.

“Debt Issuance” means the issuance by the Borrower or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 8.03.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than L/C Maintenance Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a LIBOR Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with respect to L/C Maintenance Fees, a rate equal to the Applicable Rate for Revolving Loans that are LIBOR Rate Loans plus 2% per annum.

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the L/C Arranger in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Arranger and each Lender promptly following such determination.

“Delayed Draw Conditions” shall have the meaning set forth in Section 5.03.

“Delayed Draw Period” means the period after the Closing Date and ending on the Delayed Draw Term Loan Commitment Expiration Date which can be extended solely with the consent of each Lender providing such Delayed Draw Term Loan Commitment.

“Delayed Draw Term Loan” means a Delayed Draw Term Loan made by a Lender to the Borrower pursuant to Section 2.01(c).

“Delayed Draw Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Delayed Draw Term Loan and “Delayed Draw Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Delayed Draw Term Loan Commitment, if any, is set forth on Schedule 2.01 or in the applicable Assignment and Assumption, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Delayed Draw Term Loan Commitments as of the Closing Date is $165,000,000.

“Delayed Draw Term Loan Commitment Expiration Date” shall mean the eighteen month anniversary of the Closing Date.

“Delayed Draw Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Delayed Draw Term Loans of such Lender; provided, at any time prior to the making of the Delayed Draw Term Loans, the Delayed Draw Term Loan Exposure of any Lender shall be equal to such Lender’s Delayed Draw Term Loan Commitment.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by the Borrower or any Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding (a) the disposition of inventory in the ordinary course of business; (b)the disposition (including the trade-in) of machinery and equipment or abandonment of intellectual property, in each case no longer used or useful in the conduct of business of the Borrower and its Subsidiaries as determined by the Borrower in good faith; (c) the disposition of property to the Borrower or any Subsidiary; provided, that, subject to Section 8.16(c), if (i) the transferor of such property is a member of the Primary Group then the transferee thereof must be a member of the Primary Group and (ii) the transferor of such property is a member of the MPT Group then the transferee thereof must be a member of the MPT Group; (d) the disposition of accounts receivable in connection with the collection or compromise thereof; (e) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries; (f) the sale or disposition of Cash Equivalents for fair market value; (g) any Recovery Event; and (h) to the extent constituting a Disposition, the bailment of assets to third party processors in the ordinary course of business to the extent title to such assets is not transferred to the applicable third party processor. For the avoidance of doubt, the issuance by any Person of its own Equity Interests shall not be deemed to be a Disposition.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Employee Equity Repurchase” has the meaning specified in Section 8.06.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Issuance” means any issuance by the Borrower or any Subsidiary of its Equity Interests to any Person other than an Excluded Equity Issuance. The term “Equity Issuance” shall not be deemed to include any Disposition.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan (other than a Multiemployer Plan); (b) the withdrawal of a Loan Party or any Subsidiary from a Multiple Employer Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan (other than a Multiemployer Plan) amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan (other than a Multiemployer Plan); (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or

the appointment of a trustee to administer, any Pension Plan (other than a Multiemployer Plan); (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.

“Event of Default” has the meaning specified in Section 9.01.

“Excess Cash Flow” shall mean, as calculated on an annual basis at the end of a fiscal year, the excess (if any), of:

(a) the sum for such period (without duplication) of:

(i) Consolidated EBITDA for such period, and

(ii) the decrease, if any, in the Net Working Capital from the beginning to the end of such period, less

(b) the sum for such period (without duplication and to the extent that the following amounts have not already been deducted in determining Consolidated EBITDA for such period) of:

(i) Consolidated Interest Charges paid in cash,

(ii) scheduled principal payments in accordance with Sections 2.07(c) and 2.07(d),

(iii) Taxes based on income and franchise taxes paid in cash by the Borrower and its Subsidiaries (including the members of the MPT Group),

(iv) Consolidated Capital Expenditures permitted to be made under this Agreement and paid in cash (and not financed other than with the proceeds of Loans),

(v) fees, charges and expenses incurred during such period, to the extent paid in cash, in connection with the consummation of any Permitted Acquisitions (whether or not consummated) in an aggregate amount for all such Acquisitions not in excess of $250,000 in any fiscal year,

(vi) extraordinary and non-recurring items paid by the Borrower and its Subsidiaries (including the members of the MPT Group) in cash during such period up to $250,000 in the aggregate in any fiscal year,

(vii) (A) Management Fees to the extent paid in cash in accordance with Section 8.08(a) of this Agreement, and (B) Management Expenses to the extent paid in cash, in the case of each of clauses (A) and (B) during such period,

(viii) all other cash, cash charges and cash items, in each case to the extent added back to Consolidated Net Income in determining Consolidated EBITDA pursuant to clause (c) of the definition of Consolidated EBITDA,

(ix) any proceeds received by the Borrower and its Subsidiaries (including the members of the MPT Group) during the specified period under any business interruption policy, to the extent added in the determination of Consolidated EBITDA,

(x) any Restricted Payments by the Borrower to third parties made in cash in accordance with Section 8.06, and

(xi) the increase, if any, in the Net Working Capital from the beginning to the end of such period.

For the avoidance of doubt, the calculation of Excess Cash Flow shall not include any items paid in cash during a period that are or have been added back to Consolidated Net Income or Consolidated EBITDA for the purpose of calculating Consolidated EBITDA during such period.

“Excluded Equity Issuance” means (a) any issuance of Equity Interests by the Borrower pursuant to the exercise of options or warrants; (b) any issuance of Equity Interests by the Borrower pursuant to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity securities; (c) any issuance of options or warrants by the Borrower relating to its Equity Interests; (d) any issuance of Equity Interests by the Borrower as consideration for a Permitted Acquisition; (e) any issuance of Equity Interests by a Subsidiary to the Borrower or another Subsidiary; (f) any issuance of Equity Interests by the Borrower to (i) Sterling or any Controlled Investment Affiliate of Sterling or (ii) any other Person that owns Equity Interests of the Borrower on the Closing Date and to any Affiliate of any such Person; (g) any Capital Expenditures Equity Issuance; or (h) any issuance of Equity Interests by the Borrower the Net Cash Proceeds of which are used by the Borrower or any Subsidiary to directly finance Permitted Acquisitions, provided that (i) at the time of such issuance, no Event of Default has occurred and is continuing and (ii) such Permitted Acquisition is made within thirty (30) days of the receipt of such Net Cash Proceeds by the Borrower. Notwithstanding the foregoing, a Specified Equity Contribution shall not constitute an Excluded Equity Issuance.

“Excluded Property” has the meaning specified in the Security Agreement.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant under a Loan Document by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply to only the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect

to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Exclusion Event” means an event or related events resulting in the exclusion of the Borrower or any Subsidiary from participation in any Medical Reimbursement Programs.

“Existing Indebtedness” has the meaning specified in Section 5.01.

“Existing L/C Security Agreement” means the Security Agreement (Deposit Accounts-Specific), dated as of the Closing Date, between the Borrower and Bank of America, N.A.

“Existing MPT Documents” means, collectively, the MPT Master Funding Agreement, the MPT Master Lease, the MPT Security Agreement, each MPT Cost Overrun Guaranty, the MPT Master Lease Guaranty, each MPT Project Development Agreement, the MPT Environmental Indemnification Agreement and each other agreement, instrument, document and certificate relating to any of the foregoing, including all security agreements, pledges, mortgages, guarantees and other collateral documents and instruments securing or guarantying payment of any portion of the MPT Claim.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person consisting of the proceeds of any extraordinary gains, tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments, any purchase price adjustments and any other cash received by or paid to or for the account of any Person not in the ordinary course of business; provided, however, that an Extraordinary Receipt shall not include (i) cash receipts from proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments to the extent that such proceeds, awards or payments in respect of loss or damage to equipment, fixed assets or real property are applied (or in respect of which expenditures were previously incurred) to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received in accordance with the terms of Section 2.05(b)(ii), or (ii) the Net Cash Proceeds of any event specified in Section 2.05(b)(i), (ii), (iii), or (iv).

“Facilities” has the meaning specified in Section 6.09(a).

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any day, the interest rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as determined by the Administrative Agent in a commercially reasonable manner.

“Fee Letter” means the letter agreement dated October 31, 2013 between the Borrower and FSFC.

“Financial Covenant Default” has the meaning specified in Section 9.04.

“Flow Through Entity” means an entity that (a) for federal income tax purposes constitutes (i) a “partnership” (within the meaning the Internal Revenue Code) other than a “publicly traded partnership” (as defined in Section 7704 of the Internal Revenue Code) treated as a corporation under Section 7704(a) of the Internal Revenue Code, or (ii) any other business entity that is disregarded as an entity separate from its owners for U.S. federal income tax purposes (each of the entities described in the preceding clauses (i) and (ii) a “Federal Flow Though Entity”), and (b) for state and local jurisdictions is subject to treatment on a basis under applicable state or local income tax law substantially similar to a Federal Flow Through Entity.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funded Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP (but excluding, in all cases, trade accounts payable in the ordinary course of business):

(a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including the Obligations (other than obligations under Swap Contracts)) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all purchase money indebtedness;

(c) the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(d) all obligations in respect of the deferred purchase price of property or services (including, for the avoidance of doubt, obligations consisting of earn-out payments in connection with any Acquisition);

(e) the Attributable Indebtedness of capital leases, Sale and Leaseback Transactions, Synthetic Lease Obligations and Securitization Transactions;

(f) without duplication, all Guarantees with respect to outstanding Funded Indebtedness of the types specified in clauses (a) through (e) above of another Person; and

(g) all Funded Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent that Funded Indebtedness is expressly made non-recourse to such Person;

provided that in any event obligations under any Swap Contract (including the Swap Termination Value thereof) shall not be deemed to constitute Funded Indebtedness. For purposes of clarification obligations under any operating lease do not constitute Funded Indebtedness.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, bureau, board, commission, department, official, tribunal, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (whether international, supranational (such as the European Union or the European Central Bank), federal, state or local).

“Government Receivable” means any Receivable that is a Medicare Receivable, Medicaid Receivable or other government Receivable.

“Government Receivables Account” means any deposit account (within the meaning of the New York Uniform Commercial Code) or other account into which any payment under Government Receivables is directly paid by the Governmental Authority, but, for the avoidance of doubt, shall not include any other deposit account or other account into which such funds are subsequently transferred.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, (a) each Domestic Subsidiary identified as a “Guarantor” on the signature pages hereto, (b) each Person that joins as a Guarantor pursuant to Section 7.12 or otherwise, including Holdings, (c) with respect to (i) Obligations under any Secured Hedge Agreement, (ii) Obligations under any Secured Cash Management Agreement and (iii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 4.01 and 4.08) under the Guaranty any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 4.01 and 4.08) under the Guaranty, the Borrower, and (d) the successors and permitted assigns of the foregoing; provided that no MPT Operator shall be a Guarantor unless and to the extent permitted under the MPT Documents.

“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent, the L/C Arranger, the Lenders, the Hedge Banks, the Cash Management Banks and the other holders of the Obligations pursuant to Article IV.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person in its capacity as a party to a Swap Contract with the Borrower or any Subsidiary provided that (a) at the time such Person enters into such Swap Contract, such Person is a Lender or an Affiliate of a Lender, or (b) such Swap Contract exists on the Closing Date and such Person is a Lender or an Affiliate of a Lender on the Closing Date.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and the related regulations promulgated thereunder from time to time, including 45 CFR Parts 160, 162 and 164.

“HITECH Act” means the Health Information Technology for Economic and Clinical Health Act, which is part of the American Recovery and Reinvestment Act of 2009, and the related regulations promulgated from time to time thereunder.

“Holdings” has the meaning given to that term in Section 7.12(a).

“Holdings Outside Date” has the meaning given to that term in Section 7.12(a).

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.

“Immaterial Subsidiary” means any Subsidiary that does not have (a) assets with a fair market value in excess of $100,000 and (b) revenues for the most recent period of the twelve fiscal months most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (c) in excess of $100,000; provided that if, on any date, the Immaterial Subsidiaries, taken as a whole, have (a) assets with a fair market value in excess of $500,000 and (b) revenues for the most recent period of the twelve fiscal months most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (c) in excess of $500,000, the Borrower shall (i) within 30 days following such date designate in writing to the Administrative Agent one or more of such Immaterial Subsidiaries as non-Immaterial Subsidiaries such that after giving effect to such designation each condition set forth in the proviso to this definition ceases to be true, and (ii) within the time periods specified therein, comply with the provisions of Sections 7.12 and 7.13 applicable to such Subsidiary. Notwithstanding the foregoing, (i) OpFree Licensing, LP, a Texas limited partnership (and any Subsidiary to which any of the intellectual property held by OpFree Licensing, LP on the Closing Date is transferred)

shall be deemed at all times not to be an Immaterial Subsidiary, (ii) for purposes of determining the non-Immaterial Subsidiaries as of the Closing Date, such determination will be made as of September 30, 2013, calculated based on financial statements meeting the requirements of the financial statements referred to in Section 7.01(c), (iii) the Borrower shall designate the non-Immaterial Subsidiaries as of September 30, 2013 in writing to the Administrative Agent not less than one (1) Business Day prior to the Closing Date, and (iv) the Borrower shall cause OpFree Licensing, LP, a Texas limited partnership, and such non-Immaterial Subsidiaries to be Loan Parties on and as of the Closing Date.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP (but excluding, in all cases, trade accounts payable in the ordinary course of business):

(a) all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all purchase money indebtedness;

(c) the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(e) the Attributable Indebtedness of capital leases, Synthetic Lease Obligations, Sale and Leaseback Transactions and Securitization Transactions;

(f) the Swap Termination Value of any Swap Contract;

(g) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(h) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment (other than Tax Distributions), in each case prior to the date that is 180 days following the Maturity Date in respect of any Equity Interests in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(i) all Indebtedness of the types referred to in clauses (a) through (h) above and clause (j) below of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent that such Indebtedness is expressly made non-recourse to such Person; and

(j) without duplication, all Guarantees with respect to Indebtedness of the types specified in clauses (a) through (i) above of another Person.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Intercompany Indebtedness” means Indebtedness owing by a Loan Party to another Loan Party.

“Interest Payment Date” means the last day of each month and the Maturity Date.

“Interest Period” means, as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or converted to or continued as a LIBOR Rate Loan and ending on the date three months thereafter; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

“Interim Financial Statements” means the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ending September 30, 2013, including balance sheets and statements of income or operations, shareholders’ equity and cash flows.

“Internal Revenue Code” means the Internal Revenue Code of 1986.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person in any other Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Rights” has the meaning specified in Section 6.17.

“IRS” means the United States Internal Revenue Service.

“Issuing Bank” means ING Capital LLC, JPMorgan Chase Bank, Wells Fargo Bank, National Association, Bank of America, N.A. and/or any other issuing bank reasonably acceptable to the Borrower and Administrative Agent.

“Issuer Documents” means with respect to any Letter of Credit, the applicable Letter of Credit Application, and any other document, agreement and instrument entered into by the Issuing Bank or the

L/C Arranger and the Borrower (or any Subsidiary) or in favor of the Issuing Bank or the L/C Arranger and relating to such Letter of Credit.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit E executed and delivered by a Domestic Subsidiary in accordance with the provisions of Section 7.12 or any other documents as the Administrative Agent shall reasonably request for such purpose

“L/C Arranger” means FSFC, its affiliates and/or its subsidiaries.

“L/C Limit” means $6,000,000; provided that the L/C Limit shall be increased automatically to $10,000,000 from and after the date on which (a) both the New MPT Documents are effective (including increasing the maximum aggregate amount funded by MPT thereunder by an additional $100,000,000) and the Borrower has cash on hand generated from operations in excess of $5,000,000 that (i) does not appear and would be required to appear as “restricted” on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP and (ii) is not subject to a Lien (other than Liens of the type described in Sections 8.01(m) and (n)) and (b) the Administrative Agent has received an officer’s certificate executed by a Responsible Officer of the Borrower certifying that the conditions set forth in foregoing clause (a) have been satisfied.

“L/C Maintenance Fee” has the meaning given to such term in Section 2.03.

“L/C Notes” means, collectively, each of the notes, in each case in form and substance satisfactory to L/C Arranger in its sole and absolute discretion, executed by Borrower to the L/C Arranger pursuant to Section 2.03.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and their successors and assigns.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable Issuing Bank and reasonably satisfactory to the Borrower.

“Letter of Credit Reimbursement Payment” means any payments, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the L/C Arranger in connection with any Letter of Credit being drawn upon, including any compensation paid to a Beneficiary for any damage sustained by such Beneficiary.

“Letter of Credit Termination Date” has the meaning given to such term in Section 2.03.

“Letter of Credit Usage” means, on any date of determination, the aggregate maximum amounts available to be drawn under all outstanding Letters of Credit, without regard to whether any conditions to drawing could then be met.

“Letters of Credit” means one or more irrevocable standby letters of credit in the aggregate face amounts of not more than the L/C Limit issued by an Issuing Bank for the benefit of a Beneficiary and any renewals thereof.

“LIBOR” means:

(a) with respect to any LIBOR Rate Loan, the greater of (i) the quoted offered rate (expressed in a percentage) for three-month United States dollar deposits with leading banks in the London interbank market that appears as of 11:00 a.m. (London time) initially as of the Closing Date and thereafter on the first LIBOR Business Day of each Interest Period on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01 page and formerly Telerate Page 3750), as determined by the Administrative Agent, and (ii) one percent (1.00%) per annum; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) the quoted offered rate (expressed as a percentage) for one-month United States dollar deposits with leading banks in the London interbank market that appears as of 11:00 a.m. (London time) on such date.

The establishment of LIBOR by the Administrative Agent shall be final and binding, absent manifest error.

“LIBOR Business Day” means a day upon which (i) United States dollar deposits may be dealt in on the London interbank markets and (ii) commercial banks and foreign exchange markets are open in London, England and in New York.

“LIBOR Rate” means LIBOR (determined pursuant to clause (a) of the definition of LIBOR) plus the Applicable Rate.

“LIBOR Rate Loan” means a Loan that bears interest at the LIBOR Rate determined in accordance with clause (a) of the definition of LIBOR.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Liquidity” means the sum of (a) all cash and Cash Equivalents of each member of the Primary Group that is a Loan Party on such date that (i) do not appear (or would not be required to appear) as “restricted” on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP and (ii) are not subject to a Lien (other than Liens of the type described in Sections 8.01(m) and (n)) plus (b) Availability.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan, the Closing Date Term Loan or a Delayed Draw Term Loan.

“Loan Documents” means this Agreement, each Note, each Issuer Document, each Joinder Agreement, the Collateral Documents, each Collection Account Agreement, the MPT Intercreditor Agreement, the MPT Subordination Agreement, the Management Fee Subordination Agreement, the Subordinated Intercompany Note, and the Fee Letter.

“Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, the Closing Date Term Loan or Delayed Draw Term Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation of LIBOR Rate Loans, in each case pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Loan Parties” means, collectively, the Borrower, each member of the MPT Group (including each MPT Operator) and each Guarantor.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Management Agreement” means the Advisory Services Agreement dated as of September 30, 2011 among the Borrower and SFM.

“Management Expenses” means amounts paid by the Borrower to SFM to reimburse SFM for out-of-pocket costs and expenses pursuant to and in compliance with Section 3 of the Management Agreement.

“Management Fee” means the “Management Fee” payable pursuant to and in compliance with Section 5 of the Management Agreement.

“Management Fee Subordination Agreement” means the Management Fee Subordination Agreement dated as of the Closing Date among each party to the Management Agreement and the Administrative Agent.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document to which it is a party; (c) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (d) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Contract” means any agreement or contract to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or its Subsidiaries or any of their respective properties are bound or affected, the termination, revocation, expiration or material breach of which (without contemporaneous replacement) would reasonably be expected to have a Material Adverse Effect.

“Material Indebtedness” means any Indebtedness (other than Indebtedness arising under the Loan Documents and Indebtedness arising under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount.

“Maturity Date” means October 31, 2018; provided, however, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Maximum Rate” has the meaning specified in Section 11.09.

“Medicaid” means that means-tested entitlement program under Title XIX of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth at Section 1396, et seq. of Title 42 of the United States Code.

“Medicaid Provider Agreement” means an agreement entered into between a state agency or other such entity administering the Medicaid program and a health care provider or supplier, under which the health care provider or supplier is permitted to provide services for Medicaid patients in accordance with the terms of the agreement and Medicaid Regulations.

“Medicaid Receivable” means any Receivable with respect to which the obligor is a state acting through a state’s Medicaid agency that arises out of charges reimbursable to the Borrower or any Subsidiary under Medicaid.

“Medicaid Regulations” means, collectively, (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) regulating the medical assistance program established by Title XIX of the Social Security Act; (b) all applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to the statutes described in clause (a) above and all federal administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to the statutes described in clause (a) above; (c) all state statutes for medical assistance enacted in connection with the statutes and provisions described in clauses (a) and (b) above; and (d) all applicable provisions of all rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to the statutes described in clause (c) above and all state administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to the statutes described in clause (b) above.

“Medical Management Fees” means fees paid by the Borrower to Conjugate Health Professional Association for providing medical services at the Facilities.

“Medical Reimbursement Programs” means a collective reference to the Medicare, Medicaid and TRICARE and CHAMPVA programs and any other health care program operated by or financed in whole or in part by any foreign or domestic federal, state or local government.

“Medical Services Business” means the operation or ownership by any Loan Party (other than Holdings) of emergency services facilities, urgent care facilities or hospitals.

“Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code.

“Medicare Provider Agreement” means an agreement entered into between CMS (or other such entity administering the Medicare program on behalf of the CMS) and a health care provider or supplier, under which such health care provider or supplier is permitted to provide services for Medicare patients in accordance with the terms of the agreement and Medicare Regulations.

“Medicare Receivable” means any Receivable with respect to which the obligor is the United States that arises out of charges reimbursable to the Borrower or any Subsidiary under Medicare.

“Medicare Regulations” means, collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) regulating the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any successor statutes thereto; together with all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including CMS, the United States Department of Health and Human Services, or any person succeeding to the functions of any of the foregoing) promulgated pursuant to any of the foregoing having the force of law.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgaged Property” means any real property that is owned by a Loan Party and is subject to a Mortgage.

“Mortgages” means the mortgages, deeds of trust or deeds to secure debt that purport to grant to the Administrative Agent, for the benefit of the holders of the Obligations, a security interest in the fee interests of any Loan Party in any real property.

“MPT” means (a) MPT Operating Partnership, L.P., (b) each of its Affiliates that is party to an MPT Document and (c) each of their respective successors.

“MPT Claim” means the “MPT Claim” as defined in the MPT Intercreditor Agreement.

“MPT Cost Overrun Guaranty” means, with respect to each MPT Facility, the Cost Overrun Guaranty in the form of Exhibit A to the MPT Master Funding Agreement given by the Borrower in favor of MPT.

“MPT Documents” means, collectively, the Existing MPT Documents and the New MPT Documents.

“MPT Environmental Indemnification Agreement” means the Environmental Indemnification Agreement dated as of June 7, 2013 by the Borrower, the MPT Operators party thereto and MPT.

“MPT Facility” means each free-standing emergency medical facility that is constructed or developed after June 7, 2013 in conjunction with the MPT Documents (including any capital addition to or expansion of any such facility).

“MPT Group” means all Subsidiaries that either (a) are MPT Operators or (b) own (directly or indirectly through Subsidiaries) Equity Interests in one or more MPT Operators.

“MPT Intercreditor Agreement” means the Intercreditor Agreement dated as of the Closing Date between MPT and the Administrative Agent.

“MPT Letter of Credit” means a Letter of Credit that satisfies the requirements of an MPT Project Development Agreement or the MPT Master Lease.

“MPT Master Funding Agreement” means the Master Funding and Development Agreement dated as of June 7, 2013 between MPT and the Borrower.

“MPT Master Lease” means the Master Lease Agreement dated as of June 7, 2013 among the affiliates of MPT identified therein and the MPT Operators party thereto.

“MPT Master Lease Guaranty” means the Guarantor Agreement dated as June 7, 2013 given by the Borrower for the benefit of MPT.

“MPT Maximum Funding Amount” has the meaning specified in Section 8.16(a).

“MPT Operator” means, as of any date, each Subsidiary of the Borrower that, as of such date, manages and operates an MPT Facility and that has joined and remains joined to the MPT Master Lease (or any master lease constituting a New MPT Document), in each case as a lessee thereunder.

“MPT Project Development Agreement” means, with respect to each MPT Facility, the Project Funding and Development Agreement executed by the Borrower, the applicable MPT Operator, the applicable third party developer and MPT in accordance with the MPT Documents.

“MPT Security Agreement” means the Security Agreement dated as of June 7, 2013 among MPT and the MPT Operators party thereto.

“MPT Senior Collateral” means “MPT Senior Collateral” as defined in the MPT Intercreditor Agreement.

“MPT Subordination Agreement” means the Subordination Agreement dated as of the Closing Date by and among the Borrower, MPT and the Administrative Agent.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any Subsidiary makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including at least one Loan Party) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by the Borrower or any Subsidiary in respect of any Disposition, Recovery Event, Debt Issuance, Equity Issuance or Extraordinary Event net of (a) direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result thereof and (c) in the case of any Disposition or any Recovery Event, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by the Borrower or any Subsidiary in any Disposition, Recovery Event, Debt Issuance, Equity Issuance or Extraordinary Event.

“Net Working Capital” means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

“New MPT Documents” means the agreements, instruments, documents and certificates, related to transactions entered into after the Closing Date relating to increasing the maximum aggregate amount funded by MPT thereunder by an additional $100,000,000 in the aggregate (thereby bringing the total amount permitted to be funded under the MPT Documents to $205,000,000); provided that (i) the New MPT Documents, taken as a whole, are no less favorable to the Borrower, any of its Subsidiaries, the Administrative Agent or any Lender than the Existing MPT Documents, taken as a whole, (ii) with respect to any New MPT Document for which there is a corresponding Existing MPT Document, such New MPT Document, taken as a whole, shall not be less favorable to the Borrower, any of its

Subsidiaries, the Administrative Agent or any Lender than the corresponding Existing MPT Document, taken as a whole, (iii) the New MPT Documents and the obligations under or in respect of the New MPT Documents shall be subject to the MPT Subordination Agreement and the MPT Intercreditor Agreement to at least the same extent as the Existing MPT Documents and the obligations under or in respect of the Existing MPT Documents, (iv) all of the proceeds of any new borrowing made under the New MPT Documents shall be used for the sole purpose of developing MPT Facilities, and (v) no Person that is not an obligor under the indebtedness evidenced or governed by the Existing MPT Documents shall be an obligor under the indebtedness evidenced or governed by the New MPT Documents.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” has the meaning specified in Section 2.11(a).

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided, that “Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor.

“Obligor” has the meaning assigned to such term in the Security Agreement.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“Patient” means, on any date, any natural person for whom any health care items or services have been provided or performed prior to such date by the Borrower or any Subsidiary (other than any such person with respect to whom the applicable obligor on the Receivable originated in connection therewith would not reasonably be expected to approve payment thereunder).

“Payment in Full” means the occurrence of (a) termination of the Aggregate Revolving Commitments and (b) payment in full in cash of all Obligations (other than (i) contingent indemnification obligations and (ii) obligations and liabilities then due and payable under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which (i) a back to back letter of credit has been provided on terms and conditions and by such Persons satisfactory to the Administrative Agent and the L/C Arranger or (ii) such other arrangements satisfactory to the Administrative Agent and the L/C Arranger shall have been made).

“Payor” means any third party liable for payment for health care items or services provided or performed by the Borrower or any Subsidiary, including all private insurance companies, Blue Cross/ Blue Shield, Medicare, Medicaid, health maintenance organizations, preferred provider organizations, managed care systems, and alternative delivery systems.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by any Loan Party and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code.

“Perfection Certificate” means a certificate in the form of Exhibit H or any other form approved by the Administrative Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Permitted Acquisition” means an Acquisition by (i) any Loan Party of all or substantially all of the assets, or of any business or division, of a target (the “Target”), which assets, business or division are located in the United States of America or (ii) any Loan Party of 100% of the Equity Interests of a Target organized under the laws of any State in the United States of America or the District of Columbia, in each instance, to the extent that each of the following conditions shall have been satisfied:

(a) no Event of Default shall have occurred and be continuing or would result from such Acquisition;

(b) the property acquired (or the property of the Person acquired) in such Acquisition is a Medical Services Business;

(c) if such transaction involves the purchase of an interest in a partnership between any Loan Party as a general partner and entities unaffiliated with the Borrower as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by such Loan Party newly formed for the sole purpose of effecting such transaction;

(d) with respect to any Acquisition in respect of which the aggregate Acquisition Consideration exceeds $1,000,000, Borrower shall have furnished to Administrative Agent and Lenders at least five (5) Business Days prior to the consummation of such Acquisition (i) an executed term sheet and/or commitment letter (setting forth in reasonable detail the terms and conditions of such Acquisition) and, at the request of Administrative Agent, such other information and documents that Administrative Agent may reasonably request, including, without limitation and to the extent available, drafts of the respective material agreements, documents or instruments pursuant to which such Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith, and executed counterparts thereof prior to closing and (ii) summary historical annual audited and quarterly unaudited financial statements of the target for the previous twelve (12) month period for which financial statements are available, and a forecasted balance sheet, income statement, and cash flows of the target for the forthcoming twelve (12) month period;

(e) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition;

(f) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that the Borrower and its Subsidiaries would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the twelve fiscal months most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (c) after giving effect to such Acquisition on a Pro Forma Basis;

(g) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects (except to the extent any such

representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) at and as if made as of the date of such Acquisition (after giving effect thereto);

(h) the Target shall have EBITDA (calculated in the same manner as Consolidated EBITDA, subject to pro forma adjustments acceptable to Administrative Agent) for the most recent twelve months to the Target ending immediately prior to the acquisition date for which financial statements are available, greater than zero;

(i) Borrower and its Subsidiaries (including any new Subsidiary) shall execute and deliver the agreements, instruments and other documents required by Sections 7.12 and 7.13 and Administrative Agent shall have received, for the benefit of the holders of the Obligations, a collateral assignment of the seller’s representations, warranties and indemnities to Borrower or any of its Subsidiaries under any of the acquisition documents;

(j) immediately after giving effect to such Acquisition, there shall be at least $5,000,000 of Availability;

(k) the Acquisition Consideration for any Acquisition shall not exceed $5,000,000 (or, with respect to the acquisition of an urgent care business or division or the Equity Interests thereof, $500,000) and the Acquisition Consideration for all Acquisitions occurring during any fiscal year of the Borrower shall not exceed $10,000,000 (or, with respect to acquisitions of urgent care businesses or divisions or the Equity Interests thereof, $1,000,000); and

(l) any portion of the Acquisition Consideration constituting earn-out payments shall be recognized as Indebtedness in accordance with GAAP.

“Permitted Liens” means, at any time, Liens in respect of property of the Borrower or any Subsidiary permitted to exist at such time pursuant to the terms of Section 8.01.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of any Loan Party or any Subsidiary or any such Plan to which any Loan Party or any Subsidiary is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 7.02.

“Prepayment Premium” shall mean, with respect to any voluntary prepayment, or any mandatory prepayment under Section 2.05(b)(iii) or any other mandatory prepayment if the events giving rise to such mandatory prepayment constitute or result in an Event of Default, whether before or after an Event of Default (except as expressly provided herein) or upon acceleration of the Obligations, a prepayment premium equal to: (a) two percent (2.0%) of the amount prepaid if such prepayment occurs after the Closing Date and on or prior to the first anniversary of the Closing Date, (b) one percent (1.0%) of the amount prepaid if such prepayment occurs after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, and (c) zero percent (0.0%) of the amount prepaid if such prepayment occurs on or after the second anniversary of the Closing Date; provided, that notwithstanding the foregoing, if any such prepayment occurs in connection with a Change of Control, the applicable Prepayment Premium shall only be: (a) one percent (1.0%) of the amount prepaid if such prepayment occurs after the Closing Date and on or prior to the second anniversary of the Closing Date, and (b) zero

percent (0.0%) of the amount prepaid if such prepayment occurs on or after the second anniversary of the Closing Date; provided further, that solely with respect to each Delayed Draw Term Loan, whether before or after an Event of Default (except as expressly provided herein) or upon acceleration of the Obligations, the applicable Prepayment Premium shall be equal to: (a) two percent (2.0%) of the amount prepaid if such prepayment occurs after the date such Delayed Draw Term Loan is made and on or prior to the first anniversary of the date such Delayed Draw Term Loan is made, (b) one percent (1.0%) of the amount prepaid if such prepayment occurs after the first anniversary of the date such Delayed Draw Term Loan is made and on or prior to the second anniversary of the date such Delayed Draw Term Loan is made, and (c) zero percent (0.0%) of the amount prepaid if such prepayment occurs on or after the second anniversary of the date such Delayed Draw Term Loan is made.

“Primary Facility” means, collectively, (a) those free-standing emergency medical facilities operated by any member of the Primary Group on or prior to the Closing Date and (b) any new free-standing emergency medical facilities or other Medical Services Business purchased or developed by any member of the Primary Group after the Closing Date; provided that such new facilities are not constructed or developed in conjunction with the MPT Master Funding Agreement and/or the New MPT Documents, as applicable.

“Primary Group” means the Borrower and its Subsidiaries other than any Subsidiary that is a member of the MPT Group.

“Pro Forma Basis” means, with respect to any transaction, that for purposes of calculating the financial covenants set forth in Section 8.11, such transaction shall be deemed to have occurred as of the first day of the most recent twelve fiscal month period preceding the date of such transaction for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) or (c). In connection with the foregoing, (a) with respect to any Disposition or Recovery Event, (i) income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any Acquisition, (i) income statement and cash flow statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement and cash flow statement items for the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by the Borrower or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

“Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the twelve fiscal months most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (c) after giving effect to the applicable transaction on a Pro Forma Basis.

“Public Lender” has the meaning specified in Section 7.02.

“Qualified ECP Guarantor” means at any time each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Real Property Security Documents” means with respect to the fee interest of any Loan Party in any real property:

(a) a fully executed and notarized Mortgage encumbering the fee interest of such Loan Party in such real property;

(b) if requested by the Administrative Agent in its sole discretion, maps or plats of an as-built survey of the sites of such real property certified to the Administrative Agent and the title insurance company issuing the policies referred to in clause (c) of this definition in a manner satisfactory to each of the Administrative Agent and such title insurance company, dated a date satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 2011 with items 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16,17, 18 and 19 on Table A thereof completed;

(c) if requested by the Administrative Agent in its sole discretion, ALTA mortgagee title insurance policies issued by a title insurance company acceptable to the Administrative Agent with respect to such real property, assuring the Administrative Agent that the Mortgage covering such real property creates a valid and enforceable first priority mortgage lien on such real property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be in form and substance satisfactory to the Administrative Agent and shall include such endorsements as are requested by the Administrative Agent;

(d) evidence as to (i) whether such real property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (ii) if such real property is a Flood Hazard Property, (A) whether the community in which such real property is located is participating in the National Flood Insurance Program, (B) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (1) as to the fact that such real property is a Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent and its successors and/or assigns as sole loss payee on behalf of the Lenders;

(e) if requested by the Administrative Agent in its sole discretion, an environmental assessment report, as to such real property, in form and substance and from professional firms acceptable to the Administrative Agent;

(f) if requested by the Administrative Agent in its sole discretion, evidence reasonably satisfactory to the Administrative Agent that such real property, and the uses of such real property, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such real

property, the permitted uses of such real property under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and

(g) if requested by the Administrative Agent in its sole discretion, an opinion of legal counsel to the Loan Party granting the Mortgage on such real property, addressed to the Administrative Agent and each Lender, in form and substance reasonably acceptable to the Administrative Agent.

“Receivables” means all Patient accounts existing or hereafter created, any and all rights to receive payments due on such accounts from any Patient or Payor under or in respect of such account (including all insurance companies, Blue Cross/Blue Shield, Medicare, Medicaid and health maintenance organizations and any other Medical Reimbursement Programs), to the extent not evidenced by an instrument or chattel paper, and all proceeds of, or in any way derived from, any of the foregoing, whether directly or indirectly (including all interest, finance charges and other amounts payable by the obligor in respect thereof).

“Recipient” means the Administrative Agent, any Lender, the L/C Arranger or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Recovery Event” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Borrower or any Subsidiary.

“Refinanced Credit Agreement” means the credit agreement among the Borrower, Bank of America, N.A. as Administrative Agent and the other parties thereto, dated as of April 17 2012 and amended by the first amendment dated January 4, 2013 and the second amendment dated June 7, 2013.

“Register” has the meaning specified in Section 11.06(c).

“Reimbursement Obligations” means Borrower’s obligation to reimburse the L/C Arranger for any Letter of Credit Reimbursement Payments.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Quarter” has the meaning specified in Section 9.04.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Required Revolving Lenders” means, at any time, Lenders having Revolving Credit Exposures representing more than 50% of the Revolving Credit Exposures of all Lenders.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party and, solely for purposes of the delivery of incumbency certificates, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Retained Rights” means, with respect to any Government Receivable, the rights of the Borrower or any Subsidiary granted by applicable law and regulations over such Government Receivable, including, without limitation, and as applicable, the collection thereof and discretion over the transfer thereof to any party (including the Administrative Agent) and to enforce the claim giving rise to such Government Receivable against such Governmental Authority, in the absence of a court order in the manner expressly contemplated by applicable state and federal law.

“Revolving Commitment” means, as to each Lender, its obligation to make Revolving Loans to the Borrower pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans.

“Revolving Loan” has the meaning specified in Section 2.01(a).

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.

“Sale and Leaseback Transaction” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanction(s)” means any international economic sanction administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between the Borrower or any Subsidiary and any Cash Management Bank.

“Secured Hedge Agreement” means any Swap Contract permitted under Section 8.03 that is entered into by and between the Borrower or any Subsidiary and any Hedge Bank.

“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.

“Security Agreement” means the security and pledge agreement dated as of the Closing Date executed in favor of the Administrative Agent, for the benefit of the holders of the Obligations, by each of the Loan Parties.

“SFM” means Sterling Fund Management, LLC, a Delaware limited liability.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinary course of business, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured and (f) such Person does not intend, in any transaction, to hinder, delay or defraud either present or future creditors or any other person to which such Person is or will become, through such transaction, indebted. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Distributions” has the meaning specified in Section 8.06(e).

“Specified Equity Contribution” has the meaning specified in Section 9.04.

“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 4.08).

“Sterling” means Sterling Capital Partners III, LP.

“Sterling Equity Reserve” has the meaning specified in Section 5.01.

“Subordinated Intercompany Note” means the Subordinated Intercompany Note in the form of Exhibit J hereto.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Equity Interests having ordinary voting power for the election of directors or equivalent governing body (other than Equity Interests

having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a (47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Tax Distributions” means, for so long as the Borrower is a Flow Through Entity, distributions by the Borrower to owners of Equity Interests of Borrower pursuant to Section 4.2 of Borrower’s Limited Liability Company Agreement as in effect on the date hereof.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” means, collectively, the Closing Date Loan and the Delayed Draw Term Loans.

“Term Loan Commitment” means, as to each Lender, its Closing Date Term Loan Commitment and its Delayed Draw Term Loan Commitment.

“Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the portion of the Term Loan made by such Lender; provided, at any time prior to the making of the Term Loan, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment.

“Threshold Amount” means, as of any date of determination, the greater of (a) $1,000,000 and (b) 5% of Consolidated EBITDA as of the end of the period of the twelve fiscal months most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (c).

“Total Credit Exposure” means, as to any Lender at any time, the unused Revolving Commitments, Revolving Credit Exposure, Term Loan Exposure and Delayed Draw Term Loan Exposure of such Lender at such time.

“Total Revolving Outstandings” means the sum of (i) the aggregate Outstanding Amount of all Revolving Loans and (ii) all Letter of Credit Usage.

“Transactions” means the disbursement of the Closing Date Tern Loans pursuant hereto on the Closing Date and the repayment of certain existing Indebtedness of the Borrower.

“TRICARE” means the TRICARE Management Activity health care program of the United States Department of Defense Military Health System, as set forth in 10 U.S.C. Section 1071 et seq.

“Type” means, with respect to any Loan, its character as a Base Rate Loan or a LIBOR Rate Loan.

“United States” and “U.S.” mean the United States of America.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

“Wholly Owned Subsidiary” means any Person 100% of whose Equity Interests are at the time owned by the Borrower directly or indirectly through other Persons 100% of whose Equity Interests are at the time owned, directly or indirectly, by the Borrower.

1.02 Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,”

“hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and properties, tangible and intangible, real and personal, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms; Calculation of Financial Covenants on a Pro Forma Basis.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b) Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Loan Parties shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with GAAP as in effect on the date of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

(c) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or the Primary Group, as applicable, or to the determination of any amount for the Borrower and its Subsidiaries or the Primary Group, as applicable, on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

(d) Calculation of Financial Covenants on a Pro Forma Basis. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.11 shall be made on a Pro Forma Basis with respect to any Acquisition, Disposition or Recovery Event occurring during the applicable period.

1.04 Rounding.

Any financial ratios required to be maintained by the Loan Parties pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06 Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Revolving Loans and Term Loan.

(a) Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as further provided herein, provided, however, any Borrowing made on the Closing Date may consist of LIBOR Rate Loans only if (A) such Borrowing complies with the requirements of Section 2.02(a) and (B) the Borrower delivers to the Administrative Agent a letter agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by a Responsible Officer of the Borrower, that provides an indemnity for such Borrowing on substantially the same terms as Section 3.04.

(b) Closing Date Term Loan. Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (the “Closing Date Term Loan”) to the Borrower in Dollars on the Closing Date in an amount not to exceed such Lender’s Closing Date Term

Loan Commitment. Amounts repaid on the Closing Date Term Loan may not be reborrowed. The Closing Date Term Loan may consist of Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as further provided herein, provided, however, the Borrowing made on the Closing Date may consist of LIBOR Rate Loans only if (A) such Borrowing complies with the requirements of Section 2.02(a) and (B) the Borrower delivers to the Administrative Agent a letter agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by a Responsible Officer of the Borrower, that provides an indemnity for such Borrowing on substantially the same terms as Section 3.04.

(c) Delayed Draw Term Loan. Subject to the terms and conditions hereof and the satisfaction of the Delayed Draw Conditions, each Lender severally agrees to make, during the Delayed Draw Period, one or more Delayed Draw Term Loans to the Borrower in an aggregate amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Any amount borrowed under this Section 2.01(c) and subsequently repaid or prepaid may not be reborrowed and such amount borrowed from each Lender with a Delayed Draw Term Loan Commitment shall reduce such Lender’s Delayed Draw Term Loan Commitment in an equivalent amount. The Delayed Draw Term Loans may consist of Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as further provided herein. Each Lender’s Delayed Draw Term Loan Commitment shall expire on the Delayed Draw Term Loan Commitment Expiration Date.

2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBOR Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given initially by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 p.m. (noon) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, LIBOR Rate Loans or of any conversion of LIBOR Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of LIBOR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of LIBOR Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, and (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loans.

(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension,

Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of FSFC with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(c) During the existence of an Event of Default, the Required Lenders may demand that any or all of the then outstanding LIBOR Rate Loans be converted immediately to Base Rate Loans.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect.

2.03 Letters of Credit.

(a) Generally. The L/C Arranger may, from time to time and in each instance in L/C Arranger’s sole and absolute discretion, arrange for the issuance or renewal of Letters of Credit by an Issuing Bank. Borrower’s obligations with respect to Reimbursement Obligations and L/C Maintenance Fees shall be evidenced by one or more L/C Notes. The Letters of Credit will secure certain obligations of Borrower to the applicable Beneficiary. Borrower shall honor its obligation to pay any and all amounts that are secured by the Letters of Credit in the ordinary course of Borrower’s business such that no amounts under the Letters of Credit are drawn. If L/C Arranger makes any Letter of Credit Reimbursement Payment, Borrower shall reimburse L/C Arranger in respect of such Letter of Credit Reimbursement Payment by paying to L/C Arranger an amount equal to such Letter of Credit Reimbursement Payment not later than 11:00 a.m., New York time, on (i) the Business Day that Borrower receives notice of such Letter of Credit Reimbursement Payment, if such notice is received prior to 10:00 a.m., New York time, or (ii) the Business Day immediately following the day that Borrower receives such notice, if such notice is not received prior to such time. If Borrower fails to make such payment when due, the full amount of such unpaid Letter of Credit Reimbursement Payment shall accrue interest at the interest rate (including the Default Rate, if applicable) for Revolving Loans. Borrower’s obligation to reimburse L/C Arranger for any Letter of Credit Reimbursement Payment shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, or any term or provision therein, or (ii) any other event or circumstance whatsoever that might, but for the provisions of this Section 2.03, constitute a legal or equitable discharge of Borrower’s obligations hereunder or under any agreement or obligation to the Beneficiary. L/C Arranger shall have no liability or responsibility to Borrower by reason of or in connection with the Letters of Credit or L/C Arranger’s failure to make any payment thereunder or perform any of its obligations thereunder.

(b) L/C Maintenance Fee. Borrower agrees to pay L/C Arranger a fee (the “L/C Maintenance Fee”) (which fee shall be retained by L/C Arranger and not shared with Administrative Agent or any Lender) equal to the Applicable Rate for Revolving Loan that are LIBOR Rate Loans per annum of the Letter of Credit Usage, plus any and all fees and charges required to be paid by L/C Arranger to the applicable Issuing Bank in connection with the Letters of Credit. The L/C Maintenance Fee shall be

payable in arrears in cash commencing on October 31, 2013 and continuing on each Interest Payment Date thereafter until such time as all Letters of Credit are permanently terminated as determined by L/C Arranger in its reasonable discretion (such date being referred to herein as the “Letter of Credit Termination Date”).

(c) Obligation to Provide Cash Collateral Upon Certain Events. Upon the sooner to occur of (i) the Maturity Date and (ii) the occurrence of any Event of Default, in each case upon the written request of L/C Arranger, Borrower shall immediately deposit cash into a segregated non-interest bearing Cash Collateral Account or Cash Collateral Accounts maintained with a depository institution acceptable to L/C Arranger in its reasonable discretion, under the dominion and control of the Administrative Agent, for the benefit of L/C Arranger, in an amount equal to one hundred five percent (105%) of the Letter of Credit Usage. Such deposit shall be held as collateral for any obligations of Borrower under this Section 2.03. Borrower hereby grants a security interest to the Administrative Agent for the benefit of L/C Arranger in such Cash Collateral Account and in any cash or financial assets (as defined in the Code) or other property held therein. The cash collateral maintained in such segregated collateral account, less any amounts previously paid to L/C Arranger from such account or then owing to L/C Arranger under this Section 2.03, shall be promptly remitted to Borrower on the Letter of Credit Termination Date.

2.04 [Reserved].

2.05 Prepayments.

(a) Voluntary Prepayments of Loans.

(i) Revolving Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of LIBOR Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of LIBOR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

(ii) Term Loan. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loan in whole or in part together with the applicable Prepayment Premium; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of LIBOR Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of LIBOR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans shall be in a principal

amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of the Term Loan shall be applied in the inverse order of maturity with respect to the remaining amortization payments. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. On the date of any voluntary prepayment of any Term Loan pursuant to this Section 2.05(a)(ii), the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, whether before or after an Event of Default, the applicable Prepayment Premium. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

(b) Mandatory Prepayments of Loans.

(i) Revolving Commitments. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans in an aggregate amount equal to such excess.

(ii) Dispositions and Recovery Events. The Borrower shall prepay the Loans as hereafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds of any Dispositions or Recovery Event of the Borrower or any of its Subsidiaries to the extent (A) such Net Cash Proceeds are not reinvested in property that is useful in the business of the Primary Group within 180 days of the date of such Disposition or Recovery Event (it being understood that such prepayment shall be due immediately upon the expiration of such 180 day period) and (B) the aggregate amount of such Net Cash Proceeds that are not so reinvested exceeds $250,000 in any fiscal year of the Borrower; provided that the Borrower shall have no right to reinvest any such Net Cash Proceeds and shall instead prepay the Loans as provided above if any Event of Default exists at the time of such proposed reinvestment or would result therefrom.

(iii) Debt Issuances. Within two (2) Business Days of the receipt by the Borrower or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

(iv) Equity Issuances. Within two (2) Business Day of the receipt by the Borrower or any Subsidiary of the Net Cash Proceeds of any Equity Issuance, the Borrower shall prepay the Loans in an aggregate amount equal to (a) 100% of such Net Cash Proceeds to the extent Consolidated EBITDA as of the last day of the immediately preceding period of twelve (12) consecutive months is less than or equal to $30,000,000 and (b) 0.00% of such Net Cash Proceeds to the extent Consolidated EBITDA as of the last day of the immediately preceding period of twelve (12) consecutive months is greater than $30,000,000.

(v) Extraordinary Receipts. Within two (2) Business days following receipt by Borrower or any of its Subsidiaries of the proceeds of any Extraordinary Receipts, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that the provisions of this clause (v) shall (a) not apply until such time as such aggregate Net Cash Proceeds exceed $1,000,000, and (b) once the condition in clause (a) of this proviso has been satisfied, shall apply only with respect to the Net Cash Proceeds in excess of such amount.

(vi) Excess Cash Flow. Commencing with the fiscal year ending December 31, 2014, no later than ten (10) Business Days after the date on which the Borrower’s annual audited financial statements for such fiscal year are required to be delivered pursuant to Section 7.01(a), (i) to the extent that the Consolidated Leverage Ratio of the Borrower and its Subsidiaries (including the members of the MPT Group) as of the last day of such fiscal year is greater than or equal to 3.00:1.00, the Borrower shall prepay the Obligations in an amount equal to (A) 50% of Excess Cash Flow for such fiscal year less (B) optional prepayments of the Term Loans actually made during such fiscal year or optional prepayments of the Revolving Loans to the extent of a corresponding permanent commitment reduction during such fiscal year, and (ii) to the extent that the Consolidated Leverage Ratio of the Borrower and its Subsidiaries (including the members of the MPT Group) as of the last day of such fiscal year is less than 3.00:1.00, the Borrower shall prepay the Obligations in an amount equal to (A) 25% of Excess Cash Flow for such fiscal year less (B) optional prepayments of the Term Loans actually made during such fiscal year or optional prepayments of the Revolving Loans to the extent of a corresponding permanent commitment reduction during such fiscal year. Any such prepayment shall be applied in accordance with subsection (ix) of this Section. Any such prepayment shall be accompanied by a certificate signed by the Borrower’s chief financial officer certifying in reasonable detail the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent.

(vii) Option to Decline Prepayment. Notwithstanding anything to the contrary herein, any mandatory prepayment pursuant to Section 2.05(b) may be declined in whole or in part by any Lender without prejudice to such Lender’s rights hereunder to accept or decline any future payments in respect of any mandatory prepayment. If a Lender chooses not to accept payment in respect of a mandatory prepayment, in whole or in part, such declined proceeds shall be retained by the Borrower.

(viii) Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows:

(A) first, to the payment of all fees, and all expenses specified in Section 11.04(a), to the full extent thereof;

(B) second, to the payment of any accrued interest at the Default Rate, if any;

(D) fourth, to the payment of the Prepayment Premium, if any, on any Loan;

(E) fifth, except in connection with any mandatory prepayment declined pursuant to Section 2.05(b)(vii), to prepay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be further applied pro rata to reduce the remaining scheduled installments of principal of the Closing Date Term Loans and Delayed Draw Term Loans, in each case in inverse order of maturity;

(F) sixth, to prepay the Revolving Loans to the full extent thereof (with no corresponding reduction in the Revolving Commitments);

(G) seventh, to prepay outstanding reimbursement obligations with respect to Letters of Credit (with no corresponding reduction in the Revolving Loan Commitments); and

(H) eighth, to further permanently reduce the Revolving Commitments to the full extent thereof.

Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment, plus the applicable Prepayment Premium, if any.

2.06 Termination or Reduction of Aggregate Revolving Commitments.

The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments or unused portion of the Delayed Draw Term Loan Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments or the L/C Limit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage thereof. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

2.07 Repayment of Loans.

(a) Revolving Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date.

(b) [Reserved].

(c) Closing Date Term Loan. The original principal amount of the Closing Date Term Loan shall be repaid in consecutive quarterly installments on the last day of each fiscal quarter (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), in an amount equal to (i) $468,750 for each fiscal quarter commencing with the fiscal quarter ending December 31, 2015 and ending with the fiscal quarter ending December, 2016 and (ii) $937,500 for each fiscal quarter thereafter, in each case, unless accelerated sooner pursuant to Section 9.02. The Borrower shall repay the outstanding principal amount of the Term Loan in full on the Maturity Date, unless accelerated sooner pursuant to Section 9.02.

(d) Delayed Draw Term Loans. The original principal amount of each separate Credit Extension of Delayed Draw Term Loans shall be repaid in consecutive quarterly installments on the last day of each fiscal quarter (as such installments may hereafter be adjusted as a result of prepayments made

pursuant to Section 2.05), in an amount equal to (i) (x) (A) the aggregate original principal amount of each separate Credit Extension of Delayed Draw Term Loans multiplied by (B) 2.5%, divided by (y) 4 for each fiscal quarter commencing with the fiscal quarter ending December 31, 2015 and ending with the fiscal quarter ending December 31, 2016 and (ii) (x) (A) the aggregate original principal amount of each separate Credit Extension of Delayed Draw Term Loans multiplied by (B) 5.0%, divided by (y) 4 for each fiscal quarter thereafter, in each case, unless accelerated sooner pursuant to Section 9.02. The Borrower shall repay the outstanding principal amount of all Delayed Draw Term Loans in full on the Maturity Date, unless accelerated sooner pursuant to Section 9.02.

2.08 Interest.

(a) Subject to the provisions of subsection (b) below, (i) each LIBOR Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the LIBOR Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) Upon the occurrence and during the continuance of an Event of Default, (x) automatically with respect to any Event of Default under Section 9.01(a), 9.01(f) or 9.01(g), and (y) with respect to any other Event of Default, at the election of the Administrative Agent or the Required Lenders by written notice to the Borrower, in each case, the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code of the United States or other applicable bankruptcy laws) payable on demand at a rate that is 2.00% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2.00% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided, that in the case of LIBOR Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such LIBOR Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2.00% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.08(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Default or Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees.

In addition to certain fees described in Section 2.03:

(a) The Borrower agrees to pay to the Administrative Agent the fees set forth in the Fee Letter.

(b) The Borrower shall pay to Administrative Agent for the benefit of each Lender with a Revolving Commitment on (i) the last day of each calendar month (or if such day is not a Business Day on the next succeeding Business Day), (ii) the Maturity Date, and (iii) the date on which the Revolving Commitments expire or are terminated, a commitment fee equal to 0.50% per annum on the

daily unused amount of the Revolving Commitment of such Lender during such calendar month (or other period commencing on the Closing Date or ending with the Maturity Date or the date on which the Revolving Commitments shall expire or be terminated).

(c) The Borrower shall pay to the Administrative Agent for the benefit of Lenders with a Delayed Draw Term Loan Commitment based on their pro rata share thereof a delayed draw term loan facility advisory fee in an amount equal to 1.0% of the principal amount of each borrowing of the Delayed Draw Term Loan, payable on or before the date of such borrowing, which fee shall be deemed fully earned as of the Closing Date.

(d) The Borrower shall pay to the Administrative Agent for the benefit of each Lender with a Delayed Draw Term Loan Commitment on (i) the last day of each calendar month (or if such day is not a Business Day on the next succeeding Business Day), (ii) the Maturity Date, and (iii) the date on which the Delayed Draw Term Loan Commitments expire or are terminated, a commitment fee equal to 0.50% per annum on the daily unused amount of the Delayed Draw Term Loan Commitment of such Lender during such calendar month (or other period commencing on the Closing Date or ending with the Maturity Date or the date on which the Delayed Draw Term Loan Commitments shall expire or be terminated.

(e) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall not be refundable for any reason whatsoever. Except as otherwise provided herein, such fees shall be fully earned when paid.

Notwithstanding anything to the contrary in this Section 2.09, in no event shall any sum payable under this Section 2.09 (to the extent, if any, constituting interest under applicable laws), together with all other amounts constituting interest under applicable Laws and payable in connection with this Agreement evidenced hereby, exceed the amount of interest computed at the Maximum Rate.

2.10 Computation of Interest and Fees.

All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBOR Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11 Evidence of Debt.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any

Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory note shall be in the form of Exhibit C (a “Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) [Reserved].

2.12 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) Funding by Lenders; Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the

Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 11.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.13 Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale

of a participation in any of its Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14 Reserved.

2.15 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, [reserved]; third, [reserved]; fourth, as the Borrower may request (so long as no Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) [Reserved].

(b) [Reserved].

(d) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(b)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.16 Tax Reporting. Borrower and Lenders agree (i) that the Term Loan is debt for U.S. federal income tax purposes, (ii) that the issue price of the Term Loan equals [face/principal amount](1), (iii) that the Term Loan is not governed by the rules set out in Treasury Regulations Section 1.1275-4, and (iv) not to file any tax return, report or declaration inconsistent with the foregoing clauses. The inclusion of this Section 2.16 is not an admission by any Lender that it is subject to United States taxation.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(1) NTD: Language to be confirmed.

(ii) If any Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten days after demand therefor, (A) the Administrative Agent

against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (B) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (C) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

(d) Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.

(g) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender and Payment in Full.

3.02 Illegality.

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the LIBOR Rate, or to determine or charge interest rates based upon the LIBOR Rate, or any Governmental Authority has imposed material restrictions on

the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue LIBOR Rate Loans or to convert Base Rate Loans to LIBOR Rate Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all of such Lender’s LIBOR Rate Loans to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBOR Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBOR Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates.

If the Required Lenders determine that for any reason in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, (b) adequate and reasonable means do not exist for determining the LIBOR Base Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan or (c) the LIBOR Base Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Base Rate, the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate);

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Rate Loans made by such Lender or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the LIBOR Rate (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05 Compensation for Losses.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any LIBOR Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any LIBOR Rate Loan on the date or in the amount notified by the Borrower; or

(c) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13;

including any loss or expense arising from the liquidation or redeployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Base Rate used in determining the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.

3.06 Mitigation of Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender, or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 11.13.

3.07 Survival.

All of the Loan Parties’ obligations under this Article III shall survive Payment in Full and resignation of the Administrative Agent.

ARTICLE IV

GUARANTY

4.01 The Guaranty.

Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, the Lenders, the Hedge Banks, the Cash Management Banks and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws, (ii) the Obligations guaranteed under Section 4.01 shall at no time include any Excluded Swap Obligations.

4.02 Obligations Unconditional.

The obligations of the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:

(a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

(b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other document relating to the Obligations shall be done or omitted;

(c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;

(d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or

(e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

4.03 Reinstatement.

The obligations of each Guarantor under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other holder of the Obligations on demand for all reasonable costs and expenses (including the fees, charges and disbursements of counsel) incurred by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.

4.04 Certain Additional Waivers.

Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.

4.05 Remedies.

The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person)

shall forthwith become due and payable by the Guarantors for purposes of Section 4.01. The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance with the terms thereof.

4.06 Rights of Contribution.

The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until the Obligations have been paid in full and the Commitments have terminated.

4.07 Guarantee of Payment; Continuing Guarantee.

The guarantee in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations whenever arising.

4.08 Keepwell.

Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IV voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party for all purposes of the Commodity Exchange Act.

ARTICLE V

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01 Conditions of Effectiveness.

This Agreement shall be effective upon satisfaction of the following conditions precedent in each case in a manner satisfactory to the Administrative Agent and each Lender:

(a) Loan Documents. Receipt by the Administrative Agent of executed counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender (and, in the case of the Management Fee Subordination Agreement, by each party to the Management Agreement).

(b) Opinions of Counsel. Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Closing Date.

(i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date;

(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and

(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in (x) its jurisdiction of formation and (y) each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except, in the case of this clause (y), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(d) A Note executed by the Borrower in favor of each Lender requesting a Note;

(e) Personal Property Collateral. Receipt by the Administrative Agent of the following:

(i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party and each other jurisdiction deemed appropriate by the Administrative Agent;

(ii) all certificates, if any, evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock powers attached thereto;

(iii) searches of ownership of, and Liens on, United States registered intellectual property of each Loan Party in the appropriate governmental offices; and

(iv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of the Loan Parties.

(f) [Reserved].

(g) Availability. On the Closing Date, after giving effect to the Credit Extensions on the Closing Date, Availability shall not be less than $9,400,000.

(h) Consolidated EBITDA. As of September 30, 2013, the Loan Parties shall have consolidated EBITDA (determined in the same manner as Consolidated EBITDA) of not less than $16,500,000.

(i) Material Adverse Effect. Since December 31, 2012, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect.

(j) [Reserved].

(k) Solvency Certificate. Receipt by the Administrative Agent of a certificate from the chief executive officer or chief financial officer of the Borrower as to the Solvency of the Loan Parties on a consolidated basis after giving effect to the Credit Extensions on the Closing Date and the use of the proceeds thereof.

(l) Management Agreement.

(i) The payment of the Management Fee shall be subordinated to the Obligations in a manner and to an extent satisfactory to the Administrative Agent pursuant to the Management Fee Subordination Agreement.

(ii) The Administrative Agent shall have received a copy of the Management Agreement certified by a Responsible Officer of the Borrower as true and complete as of the Closing Date.

(m) Closing Certificate. Receipt by the Administrative Agent of a certificate in the form of Exhibit I signed by a Responsible Officer of the Borrower dated as of the Closing Date certifying as to the matters set forth therein.

(n) Preferred Equity Interests. All preferred stock of the Borrower outstanding on the Closing Date shall not require or permit any cash payments ((other than Tax Distributions) prior to the date that is 181 days after the Maturity Date).

(o) Sterling Equity Reserve. Sterling shall have agreed to reserve $30 million (less any equity contributions made by Sterling or its Controlled Investment Affiliates to the Borrower after April 17, 2012 for future potential equity contributions in the Borrower which in any case will be made upon terms and conditions that are acceptable to Sterling in its sole discretion (the “Sterling Equity Reserve”)).

(p) Refinance of Existing Indebtedness. The Borrower and its Subsidiaries shall have repaid all outstanding Indebtedness (other than Indebtedness permitted under Section 8.03) (the “Existing Indebtedness”) and terminated all commitments to extend credit with respect to the Existing Indebtedness, and all Liens securing the Existing Indebtedness and all guaranties and other credit enhancements with respect to the Existing Debt shall have been released.

(q) Fees. Receipt by the Administrative Agent and the Lenders of any fees required to be paid on or before the Closing Date.

(r) Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

(s) Amendments to Existing MPT Documents. Receipt by the Administrative Agent of fully executed amendments, in form and substance satisfactory to the Administrative Agent, to the Existing MPT Documents to the extent necessary or otherwise reasonably requested by the Administrative Agent to give effect to the transactions contemplated by the Loan Documents (including to permit each member of the MPT Group to grant security interests in its assets, in each case as and to the extent provided in the Loan Documents).

(t) Other Documents. The Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders.

Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

5.02 Conditions to all Credit Extensions.

The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of LIBOR Rate Loans) is subject to the following conditions precedent:

(a) (i) on the Closing Date, the representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of the Closing Date, and (ii) on the date of any other Credit Extension, the representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) as of such earlier date.

(b) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of LIBOR Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02 have been satisfied on and as of the date of the applicable Credit Extension.

5.03 Conditions to Extension of Delayed Draw Term Loans.

In addition to the satisfaction of the foregoing conditions contained in Section 5.02 above, prior to making any Delayed Draw Term Loan during the Delayed Draw Period, the Borrower shall have satisfied each of the following conditions precedent (collectively, the “Delayed Draw Conditions”):

(a) Subject to the restrictions set forth in Section 7.11(c), the proceeds of the Delayed Draw Term Loans may be used solely to make (i) Specified Distributions and (ii) Consolidated Capital Expenditures solely with respect to Primary Facilities, in the case of each of clause (i) and (ii) as and to the extent permitted under this Agreement.

(b) The Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that, on a pro forma basis after giving pro forma effect to the contemplated Delayed Draw Term Loan (and any other Delayed Draw Term Loan theretofore made or contemplated to be made on such date), the Consolidated Leverage Ratio of the Borrower and its Subsidiaries (including the members of the MPT Group) calculated as of the last day of the most recently completed twelve consecutive month period with respect to which the Administrative Agent has received financial statements pursuant to Section 7.01(c) does not exceed the maximum Consolidated Leverage Ratio of the Borrower and its Subsidiaries (including the members of the MPT Group) permitted under Section 8.11(a) at such time, less 0.25; provided however, that if such Delayed Draw Term Loan is requested prior to the first measurement period for any financial covenant set forth in Section 8.11, compliance with this clause (b) shall be determined as of the compliance levels for such financial covenants first measurement period were in effect.

(i) to the extent that Consolidated EBITDA, calculated for the most recently completed twelve consecutive month period with respect to which the Administrative Agent has received financial statements pursuant to Section 7.01(c), is less than or equal to $30,000,000, the Borrower shall be entitled to request Delayed Draw Term Loans in an aggregate principal amount not to exceed the lesser of (x) the aggregate unused portion of the Delayed Draw Term Loan Commitments and (y) an amount that, if added to Consolidated Funded Indebtedness as of the last day of such twelve consecutive month period, would not cause the Consolidated Leverage Ratio as of the last day of such twelve consecutive month period to exceed 4.00:1.00 on a pro forma basis; and

(ii) to the extent that Consolidated EBITDA, calculated for the most recently completed twelve consecutive month period with respect to which the Administrative Agent has received financial statements pursuant to Section 7.01(c), is greater than $30,000,000, the Borrower shall be entitled to request Delayed Draw Term Loans in aggregate principal amount not to exceed the lesser of (x) the aggregate unused portion of

the Delayed Draw Term Loan Commitments and (y) an amount that, if added to Consolidated Funded Indebtedness as of the last day of such twelve consecutive month period, would not cause the Consolidated Leverage Ratio as of the last day of such twelve consecutive month period to exceed 4.50:1.00 on a pro forma basis;

(d) the average daily patient per day calculated for the Facilities, taken as a whole but excluding any Facility that has opened to the public less than three (3) months prior to the date of measurement, is not less than eight (8) per Facility for the most recent fiscal quarter;

(e) since the enactment of Texas House Bill 1357, there has not been a change in Texas Law or any other legislative proposal or legislation which would restrict the Borrower from performing and billing for emergency room procedures as emergency room procedures in a manner that could reasonably be expected to be materially adverse to the interests of the Borrower or any Subsidiary thereof or the Administrative Agent, L/C Arranger or any Lender;

(f) since December 31, 2012, there has not been a material decrease in commercial payor reimbursement from BCBS TX or for Multiplan;

(g) on the date on which any Delayed Draw Term Loan is made, the representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such date;

(h) a Change of Control shall not have occurred; provided that, for purposes of this Section 5.03(h), the reference to 50% in clause (a) of the definition of Change of Control shall be deemed to be a reference to 60%; and

(i) delivery of an officer’s certificate by a Responsible Officer of Company certifying compliance with each of the conditions set forth in Section 5.02 and this Section 5.03.

Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 5.02 and this Section 5.03 have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

The Loan Parties represent and warrant to the Administrative Agent and the Lenders that:

6.01 Existence, Qualification and Power.

The Borrower and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each

case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.02 Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Liens created under the Loan Documents) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) the MPT Master Lease; or (c) violate any Law.

6.03 Governmental Authorization; Other Consents.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, (b) the grant by any Loan Party of the Liens purported to be granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Permitted Liens) other than (i) those that have already been obtained and are in full force and effect and (ii) filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Administrative Agent for filing and/or recordation on the Closing Date, or (d) the giving of guaranties by the Guarantors pursuant to Article IV.

6.04 Binding Effect.

Each Loan Document has been duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party that is party thereto in accordance with its terms.

6.05 Financial Statements; No Material Adverse Effect.

(a) [Reserved];

(b) The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein or set forth on Schedule 6.05(b); (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(c) From the date of the Interim Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the

consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.

(d) The financial statements delivered pursuant to Section 7.01(a) and (c) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (c)) and present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries or the Primary Group, as applicable, as of the dates thereof and for the periods covered thereby.

(e) Since December 31, 2012, there has been no event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

6.06 Litigation. There are no actions, suits, investigations, criminal prosecutions, civil investigative demands, imposition of criminal or civil penalties, proceedings, claims or disputes pending or, to the knowledge of the Responsible Officers of the Loan Parties after due and diligent investigation or threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any Subsidiary or against any of their properties, revenues, officers or other member of their management that (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect.

6.07 No Default.

(a) Neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could reasonably be expected to have a Material Adverse Effect.

(b) No Default has occurred and is continuing.

(c) No “Event of Default” (or any similar term) with respect to the Borrower or any Subsidiary has occurred and is continuing under or with respect to any MPT Document.

(d) No material breach of any MPT Document by the Borrower or any Subsidiary thereof party thereto has occurred and is continuing that would permit any counterparty to such MPT Document, whether by the terms of such document, applicable law or otherwise, to terminate such MPT Document or cease to be obligated to perform or observe its obligations thereunder.

6.08 Ownership of Property; Liens.

(a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Subsidiaries is not subject to any Liens other than Permitted Liens.

(b) The Mortgages executed and delivered after the Closing Date will be, effective to create in favor of the Administrative Agent (for the benefit of the holders of Obligations) a legal, valid and enforceable first priority Lien on all of the applicable Loan Parties’ right, title and interest in and to the Mortgaged Property (as such term is defined in the applicable Mortgage) thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording

offices, and all relevant mortgage taxes and recording charges are duly paid, the Administrative Agent (for the benefit of holders of Obligations) shall have a perfected first priority Lien on, and security interest in, all right, title, and interest of the applicable Loan Parties in such Mortgaged Property and, to the extent applicable, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens.

6.09 Environmental Compliance.

Except in each case as could not reasonably be expected to have a Material Adverse Effect:

(a) Each of the facilities and real properties owned, leased or operated by the Borrower or any Subsidiary (collectively the “Facilities” and each a “Facility”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that would reasonably be expected to give rise to liability under any applicable Environmental Laws.

(b) None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.

(c) Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or any of the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.

(d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law.

(e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses.

(f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of the Borrower or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

6.10 Insurance.

(a) The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies that are not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in businesses similar to those engaged in by the Borrower and its Subsidiaries and owning properties similar to those owned by the Borrower and its Subsidiaries.

(b) The Borrower and its Subsidiaries maintain, if available, fully paid flood hazard insurance on all real property that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent.

6.11 Taxes.

The Borrower and its Subsidiaries have filed all federal and state income tax and all other material tax returns and reports required to be filed, and have paid all federal and state income taxes and all other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is party to any tax sharing agreement.

6.12 ERISA Compliance.

(a) Each Plan (other than a Multiemployer Plan) is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other Federal or state laws. Each Pension Plan (other than a Multiemployer Plan) that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or opinion letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the knowledge of the Responsible Officers of the Loan Parties, nothing has occurred that would reasonably be expected to prevent or cause the loss of such tax-qualified status.

(b) There are no pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan (other than a Multiemployer Plan) that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan (other than a Multiemployer Plan) that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) Except as would not reasonably be expected to cause a Material Adverse Effect (i) no ERISA Event has occurred, and neither any Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event; (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained with respect to any Pension Plan (other than a Multiemployer Plan); (iii) as of the most recent valuation date for any Pension Plan (other than a Multiemployer Plan), the funding target attainment percentage (as defined in Section 430(d)(2) of the Internal Revenue Code) is 60% or higher and neither any Loan Party nor any ERISA Affiliate knows of

any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Section 4069 or Section 4212(c) of ERISA; (v) no Pension Plan (other than a Multiemployer Plan) has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan (other than a Multiemployer Plan); and (vi) no Multiemployer Plan is in “endangered status” or “critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA, or is or is expect to be insolvent or in reorganization within the meaning of Title IV of ERISA.

6.13 Subsidiaries.

Set forth on Schedule 6.13 is a complete and accurate list as of the Closing Date of each Subsidiary, together with (a) jurisdiction of incorporation or organization and (b) percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary. The outstanding Equity Interests of each Subsidiary are validly issued, fully paid and, to the extent applicable, non-assessable and are owned by a Loan Party free and clear of all Liens except those created under the Collateral Documents and, as of the Closing Date, in the amounts specified on Schedule 6.13.

6.14 Margin Regulations; Investment Company Act.

(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 9.01(e) will be margin stock.

(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

6.15 Disclosure.

Each Loan Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, individually or in the aggregate, that could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time prepared.

6.16 Compliance with Laws.

Each of the Borrower and its Subsidiaries and, to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider, is in compliance with all Laws (including, without limitation, Medicare Regulations, Medicaid Regulations, HIPAA, HITECH Act, 42 U.S.C. Section 1320a-7b, 42 U.S.C. Section 1395nn, the civil False Claims Act (31 U.S.C. § 3729 et seq.), the Public Health Service Act (42 U.S.C. §§ 201 et seq.) and the United States Food Drug and Cosmetic Act (21 U.S.C. §§ 301 et seq.)) except in such instances in which (x) such Law is being contested in good faith by appropriate proceedings diligently conducted or (y) the failure to comply with such Law would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing:

(a) none of the Borrower, any Subsidiary and, to the knowledge of the Responsible Officers of the Loan Parties, any Contract Provider or any individual employed by the Borrower or any Subsidiary could reasonably be expected to have criminal culpability or be subject to sanction relating to the Medicare Regulations, Medicaid Regulations, HIPAA, the HITECH Act, or any federal or state anti-kickback, false claim, fraud and abuse or self-referral laws or to be excluded from participation in any Medical Reimbursement Program for corporate or individual actions or failures to act known to the Responsible Officers of the Loan Parties where such sanction, culpability or exclusion would reasonably be expected to result in a Material Adverse Effect;

(b) current coding and billing policies, arrangements, protocols and instructions of the Borrower and each Subsidiary comply with requirements of Payors and are administered by properly trained personnel, except where any such failure to comply has not resulted or would not reasonably be expected to result in a Material Adverse Effect; and

(c) except for exceptions to the following that would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries are a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar assessments with or imposed by any Governmental Authority under any Law.

6.17 Intellectual Property; Licenses, Etc.

The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 is a list of (i) all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office that as of the Closing Date a Loan Party owns and (ii) all licenses of IP Rights registered with the United States Copyright Office or the United States Patent and Trademark Office as of the Closing Date. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, nor does any Responsible Officer of any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by the Borrower or any Subsidiary, the granting of a right or a license in respect of any IP Rights from the Borrower or any Subsidiary or any slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary does not infringe on any rights of any other Person. As of the Closing Date, none of the IP Rights owned by any Loan Party is subject to any licensing agreement or similar arrangement except as set forth on Schedule 6.17.

6.18 Solvency.

The Loan Parties are Solvent on a consolidated basis.

6.19 Perfection of Security Interests in the Collateral.

The Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens, prior to all other Liens other than Permitted Liens.

6.20 Business Locations; Taxpayer Identification Number.

Set forth on Schedule 6.20-1 is a list of all real property located in the United States that is owned or leased by any Loan Party as of the Closing Date (identifying whether such real property is owned or leased and which Loan Party owns or leases such real property) other than such leased real property locations where the fair market value of Collateral located thereon is less than $100,000. Set forth on Schedule 6.20-2 is the chief executive office, U.S. taxpayer identification number and organizational identification number of each Loan Party as of the Closing Date. No Loan Party is organized in more than one state. The exact legal name and state of organization of each Loan Party as of the Closing Date is as set forth on the signature pages hereto. Except as set forth on Schedule 6.20-3, no Loan Party has during the five years preceding the Closing Date (i) changed its legal name, (ii) changed its state of formation, or (iii) been party to a merger, consolidation or other change in structure.

6.21 Reimbursement from Medical Reimbursement Programs.

The Receivables of the Borrower and each Subsidiary have been adjusted in all material respects to reflect the requirements of all Laws and written reimbursement policies of any applicable Payor (including Medicare, Medicaid, Blue Cross/Blue Shield, private insurance companies, health maintenance organizations, preferred provider organizations, alternative delivery systems, managed care systems, government contracting agencies and other third party payors). Without limitation the generality of the foregoing:

(a) Receivables of the Borrower and each Subsidiary relating to any Payor do not exceed amounts such Person is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to its usual charges, in each case to the extent it would not reasonably be expected to have a Material Adverse Effect; and

(b) there is no pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, recoupment or penalty action or other adverse action against any of the Borrower or any Subsidiary under Medicare, Medicaid or any other Payor program, which would reasonably be expected to result in a Material Adverse Effect.

6.22 Licensing and Accreditation.

Except to the extent it would not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries and each Contract Provider has, to the extent applicable: (a) obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated, (b) obtained and maintains in good standing all required licenses, permits, authorizations, registrations and approvals of each Governmental Authority necessary to

the conduct of its business, including without limitation a license to provide the professional services provided by such Person; (c) to the extent prudent and customary in the industry in which it is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies; (d) entered into and maintains in good standing its Medicare Provider Agreements and Medicaid Provider Agreements; and (e) ensured that all such required licenses or restricted certifications and accreditations are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited.

6.23 OFAC.

No Loan Party nor, to the knowledge of any Loan Party, any Related Party, (a) is currently the subject of any Sanctions, (b) is located, organized or residing in any Designated Jurisdiction or (c) is or has been (within the previous five (5) years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, has been used, directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender or the Administrative Agent) of Sanctions.

6.24 Casualty, etc.

Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance), condemnation or eminent domain proceeding that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

ARTICLE VII

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Loan Parties shall and shall cause each Subsidiary thereof to:

7.01 Financial Statements.

Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent:

(a) as soon as available, but in any event within one hundred twenty days after the end of each fiscal year of the Borrower:

(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, changes in equityholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and in the case of such consolidated statements audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion

shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and in the case of such consolidating statements certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries; and

(ii) a consolidated and consolidating balance sheet of the Primary Group as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, changes in equityholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and in the case of such consolidated statements certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting in all material respects the financial condition, results of operations, equityholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, and in the case of such consolidating statements certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries;

(b) [reserved]; and

(c) as soon as available, but in any event within thirty (30) days after the end of each of month of each fiscal year of the Borrower (commencing with the fiscal month ended October 31, 2013):

(i) (A) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such month, (B) the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such month and for the portion of the Borrower’s fiscal year than ended setting forth in each case in comparative form for the corresponding month of the previous fiscal year and the corresponding portion of the previous fiscal year, (C) a report detailing the amount of Government Receivables received by the Obligors, if any, both for such month and for the year to date, and (D) a report detailing the Borrower and its Subsidiaries’ patient volume and revenue by payor, all in reasonable detail and duly certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries; provided that, without limiting the foregoing requirements, such financial statements and reports shall contain at least the information contained in the August 2013 reporting package delivered to the Administrative Agent prior to the Closing Date; and

(ii) (A) a consolidated and consolidating balance sheet of the Primary Group as of the end of such month, (B) the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such month and for the portion of the Borrower’s fiscal year than ended setting forth in each case in comparative form for the corresponding month of the previous fiscal year and the corresponding portion of the previous fiscal year, (C) a report detailing the amount of Government Receivables received by the Obligors, if any, both for such month and for the year to

date, and (D) a report detailing the Borrower and its Subsidiaries’ patient volume and revenue by payor, all in reasonable detail and duly certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries;

(d) as soon as available, but in any event within thirty (30) days after the end of each fiscal year of the Borrower, forecasts prepared by management of the Borrower, in form satisfactory to the Administrative Agent, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries and of the Primary Group in each case on a monthly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs).

As to any information contained in materials furnished pursuant to Section 7.02(d), the Borrower shall not be separately required to furnish such information under clause (a) or (c) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (c) above at the times specified therein.

7.02 Certificates; Other Information.

Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent:

(a) concurrently with the delivery of the financial statements referred to in Section 7.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under the financial covenants set forth herein or, if any such Event of Default shall exist, stating the nature and status of such event;

(b) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (c) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);

(c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the equityholders of the Borrower or any Subsidiary, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Subsidiary may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d) [Reserved];

(e) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party or any Subsidiary thereof by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them;

(f) promptly, and in any event within five Business Days after receipt thereof by the Borrower or any Subsidiary, to the extent disclosure thereof is not prohibited by applicable Law or applicable Governmental Authority, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or any Subsidiary;

(g) promptly, such additional information regarding the business, financial, legal or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request and that is available to the Borrower or such Subsidiary;

(h) as soon as available, but in any event within 30 days after the end of each fiscal year of the Borrower, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify; and

(i) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could (i) reasonably be expected to have a Material Adverse Effect or (ii) cause any property described in the Mortgages to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law.

Documents required to be delivered pursuant to Section 7.01(a) or (c) or Section 7.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above.

The Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders or the L/C Arranger materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking

Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the L/C Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

7.03 Notices.

Promptly notify the Administrative Agent and each Lender of, to the extent permitted by applicable Law or applicable Governmental Authority:

(a) the occurrence of any Default;

(b) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;

(d) (i) the institution of any investigation, review or proceeding against the Borrower or any Subsidiary to suspend, revoke or terminate (or that could reasonably be expected to result in the suspension, revocation or termination of) any Medicaid Provider Agreement or Medicare Provider Agreement, (ii) the institution of any investigation, review or proceeding against the Borrower or any Subsidiary that could reasonably be expected to result in an Exclusion Event or (iii) any notice of loss or threatened loss of any material accreditation, healthcare license, permit, registration, certificate, authorization or certification, or loss of participation under any Medical Reimbursement Program; and

(e) Any notice of default (however termed) or any other material notice received by or on behalf of the Borrower or any of its Subsidiaries with respect to any MPT Document.

Each notice pursuant to this Section 7.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

7.04 Payment of Taxes.

Pay and discharge as the same shall become due and payable all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary.

7.05 Preservation of Existence, Etc.

(a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation or non-renewal of which could reasonably be expected to have a Material Adverse Effect.

7.06 Maintenance of Properties.

(a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted.

(b) Make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

7.07 Maintenance of Insurance.

(a) Maintain with financially sound and reputable insurance companies that are not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business and owning similar properties in localities where the Borrower or the applicable Subsidiary operates, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.

(b) Without limiting the foregoing, (i) maintain, if available, fully paid flood hazard insurance on all real property that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent, (ii) furnish to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof, and (iii) furnish to the Administrative Agent prompt written notice of any redesignation of any such improved real property into or out of a special flood hazard area.

(c) Cause the Administrative Agent and its successors and/or assigns to be named as lender’s loss payee or mortgagee as its interest may appear, and/or additional insured with respect to any such insurance providing liability coverage or coverage in respect of any Collateral, and cause each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty days (or such lesser amount as the Administrative Agent may agree) prior written notice before any such policy or policies shall be altered or canceled.

7.08 Compliance with Laws.

(a) Except to the extent the failure to do so would not reasonably be expected to result in a Material Adverse Effect, (i) comply with all Laws (including Titles XVIII and XIX of the Social Security Act, Medicare Regulations and Medicaid Regulations) and all restrictions and requirements imposed by any Governmental Authority and take all reasonable action to cause each Contract Provider to comply

with all Laws, including all laws, rules and regulations of Governmental Authorities pertaining to the licensing and conduct of professionals and other health care providers; (ii) obtain and maintain, and take all reasonable action to cause each Contract Provider to obtain and maintain, all licenses, permits, certifications, registrations and approvals of all applicable Governmental Authorities as are required for the conduct of its business as currently conducted and herein contemplated (including professional licenses, certificates or determinations of need, Medicare Provider Agreements and Medicaid Provider Agreements); (iii) ensure, and take all reasonable action to cause each Contract Provider to ensure, that coding and billing policies, arrangements, protocols and instructions will comply with all Laws and all reimbursement requirements under Medicare, Medicaid and other Medical Reimbursement Programs and Payors and will be administered by properly trained personnel; (iv) ensure that medical director compensation arrangements and other arrangements with referring physicians, if any, will comply with all Laws including applicable state and federal self-referral and anti-kickback laws, including 42 U.S.C. Section 1320a-7b(1)-(b)(2), 42 U.S.C. Section 1395nn; and (v) implement, and use commercially reasonable efforts to cause each Contract Provider to implement, policies that are consistent with the regulations implementing the privacy requirements of the Administrative Simplification subtitle of HIPAA set forth at 45 CFR Parts 160, 162 and 164 and the HITECH Act on or before the date on which such regulations become applicable to such Person.

(b) Maintain a compliance program which is reasonably designed to provide effective internal controls that promote adherence to and prevent and detect material violations of Laws, including any Medicaid Regulations and Medicare Regulations and which includes the reasonable implementation of internal audits and monitoring on a regular basis to monitor compliance with the compliance program and with Laws.

7.09 Books and Records.

(a) Maintain proper books of record and account with entries that are full, true and correct in all material respects in conformity with GAAP consistently applied with respect to all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case maybe.

(b) Maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.

7.10 Inspection Rights.

(a) Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, that (i) absent an Event of Default, the Borrower shall be required to pay for only one such visit and/or inspection by the Administrative Agent in any fiscal year of the Borrower and (ii) when an Event of Default exists the Administrative Agent (or any of its respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Each Lender shall be permitted to have representatives or independent contractors of such Lender accompany the Administrative Agent on any visit described in this clause (a) at the sole cost of such Lender.

(b) If requested by the Administrative Agent in its sole discretion, permit the Administrative Agent, and its representatives, upon reasonable advance notice to the Borrower, to conduct an annual audit of the Collateral at the expense of the Borrower; provided, however, unless an Event of Default exists, the Administrative Agent shall not conduct such audit more frequently than once in any 12 month period.

(c) If requested by the Administrative Agent in its sole discretion, promptly deliver to the Administrative Agent (a) asset appraisal reports with respect to all of the real and personal property owned by the Borrower and its Subsidiaries, and (b) a written audit of the accounts receivable, inventory, payables, controls and systems of the Borrower and its Subsidiaries; provided, however, unless an Event of Default exists, the Administrative Agent shall not conduct such appraisal or audit more frequently than once in any 12 month period.

7.11 Use of Proceeds.

(a) Use the proceeds of the Revolving Loans solely for working capital, Consolidated Capital Expenditures solely with respect to Primary Facilities, Permitted Acquisitions and other general corporate purposes not in contravention of any Law or of any Loan Document, provided that no Letter of Credit other than each MPT Letter of Credit may support or secure any obligations under, or finance any capital expenditures contemplated by, the MPT Documents.

(b) Use the proceeds of the Closing Date Term Loan solely to refinance Existing Indebtedness, for working capital and for Consolidated Capital Expenditures solely with respect to Primary Facilities, provided that the proceeds of the Term Loan may not, directly or indirectly, support or secure any obligations under, or finance any capital expenditures contemplated by, any of the MPT Documents.

(c) Use the proceeds of the Delayed Draw Term Loan solely to fund Specified Distributions and for Consolidated Capital Expenditures solely with respect to Primary Facilities, provided that the proceeds of the Delayed Draw Term Loans may not, directly or indirectly, support or secure any obligations under, or finance any capital expenditures contemplated by, the MPT Documents.

7.12 Holdings, Additional Subsidiaries and non-Immaterial Subsidiaries.

(a) Within forty-five (45) days following the Closing Date (or such later date as the Administrative Agent may agree to it in its sole discretion) (such date, the “Holdings Outside Date”), cause (i) a new limited liability company or corporation to be organized in a U.S. State, and pursuant to organizational documents, in each case reasonably acceptable to the Administrative Agent (such entity, “Holdings”), (ii) Holdings to become and at all times thereafter remain the direct owner of 100% of the Equity Interests of the Borrower, (iii) Holdings to become and at all times remain a party to this Agreement by executing a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, (iv) Holdings to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose, and (v) Holdings to deliver to the Administrative Agent documents of the types referred to in Sections 5.01(c) and (d) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

(b) Within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after (a) any Person becomes a Domestic Subsidiary, including any member of the MPT

Group (in each case, other than any Immaterial Subsidiary) or (b) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, cause such Person to (i) except in the case of any MPT Operator that is not permitted under the MPT Documents to become a Guarantor, become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(c) and (d) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

7.13 Pledged Assets.

(a) Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of the Borrower and each Domestic Subsidiary (other than any Immaterial Subsidiary) directly or indirectly owned by any Loan Party and (ii) 66% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than any Immaterial Subsidiary) directly owned by any Loan Party in each case to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens), and, in connection with the foregoing, deliver (or cause to be delivered) to the Administrative Agent such other documentation as the Administrative Agent may request including, any filings and deliveries to perfect such Liens, Organization Documents, resolutions and favorable opinions of counsel all in form, content and scope reasonably satisfactory to the Administrative Agent.

(b) Other Property. Cause all property (other than Excluded Property) of each Loan Party to be subject at all times to first priority (subject to Permitted Liens), perfected and, in the case of real property, perfected and enforceable Liens in favor of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions, Real Property Security Documents and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent.

7.14 Government Receivables Accounts.

With respect to Government Receivables originated by any Loan Party, (a) establish Government Receivables Accounts with respect to the receipt and processing of payments in respect of such Government Receivables in compliance with Section 4(a)(iv) of the Security Agreement, (b) instruct each obligor to make all payments in respect of such Government Receivables directly to a Government Receivables Account (and use commercially reasonable efforts to cause such payments to be made by electronic funds transfer) in accordance with Section 4(a)(v) of the Security Agreement, (c) if an obligor in respect of such Government Receivables fails to comply with such instructions, promptly and in any event with five Business Days transfer any payment received from an obligor in respect of such Government Receivables to a Government Receivables Account and (d) cause each Government

Receivables Account to contain only payments made in respect of Government Receivables and the proceeds thereof.

7.15 Cash Collateral Accounts.

Cause each of the Loan Parties to maintain all Cash Collateral Accounts with a commercial bank located in the United States, which has executed and delivered a deposit account control agreement among such commercial bank, the applicable Loan Party and the Administrative Agent for the benefit of the Administrative Agent or any other holder of Obligations pursuant to the terms of the Security Agreement.

7.16 Reserved.

7.17 Interest Rate Protection Agreements.

(a) Within ninety days after the Closing Date, the Borrower shall enter into and thereafter maintain interest rate protection agreements (protecting against fluctuations in interest rates) having a term of at least three years from the Closing Date, establishing a fixed or maximum interest rate of 10.5% per annum for an aggregate notional amount equal to at least 50% of the aggregate principal amount of all Term Loans then outstanding.

(b) Within the period commencing on December 31, 2014 and ending ninety days thereafter, the Borrower shall enter into and thereafter maintain interest rate protection agreements (protecting against fluctuations in interest rates) having a term of at least three years from the Closing Date, establishing a fixed or maximum interest rate of 10.5% per annum for an aggregate notional amount equal to at least 50% of (i) the aggregate principal amount of all Term Loans then outstanding minus (ii) the aggregate principal amount of the Term Loans in respect of which interest rate protection agreements (protecting against fluctuations in interest rates) have been entered into and maintained pursuant to Section 7.17(a).

7.18 Sterling Equity Reserve.

Until the date that Consolidated EBITDA, calculated for the most recently completed twelve consecutive month period with respect to which the Administrative Agent has received financial statements pursuant to Section 7.01(c), is greater than $30,000,000, (i) cause Sterling to maintain the Sterling Equity Reserve and (ii) request an equity contribution from Sterling under the Sterling Equity Reserve at any time that Liquidity is less than $5 million in an amount equal to the lesser of (a) an amount sufficient to cause Liquidity to equal or exceed $5 million and (b) the amount of the Sterling Equity Reserve then in effect.

7.19 Compliance with Environmental Laws.

Use and operate all of its and their properties in material compliance with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, subject to the terms of any lease or operating agreement to which Borrower or any Subsidiary is a party, conduct any investigation, study, sampling and testing, and undertake any cleanup, response or other corrective action if and as required by Environmental Law to address Hazardous Materials at, on, under or emanating from any of the properties owned, leased or operated by it; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such action to the extent that its obligation to do so is being contested in good faith and

by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

7.20 Preparation of Environmental Reports.

At the request of the Administrative Agent or the Required Lenders from time to time following the occurrence and during the continuation of an Event of Default , provide to the Lenders within 60 days after such request or such longer period, if any, as the Administrative Agent shall agree to in its sole discretion, at the expense of the Borrower, an environmental site assessment report for any properties owned, leased or operated by it (subject to the terms of any lease or operating agreement as to which the counterparty is not the Borrower, any Subsidiary thereof or any of their respective Affiliates) described in such request, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, response or other corrective action required under Law or by any Governmental Authority with competent jurisdiction to address any Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment.

7.21 Further Assurances.

Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Administrative Agent or any other holder of Obligations the rights granted or now or hereafter intended to be granted to the Administrative Agent or any other holder of Obligations under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

7.22 Compliance with Terms of Leaseholds.

Make all payments and otherwise perform all obligations in respect of all leases of real property to which the Borrower or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

7.23 Material Contracts.

Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so.

7.24 Conference Calls.

Upon request by the Administrative Agent, unless and until any Delayed Draw Term Loan has been made, cause the chief financial officer of the Borrower to have a monthly conference call with the Administrative Agent at a mutually agreed time and date; provided such date shall be not later than five days following the date on which the Administrative Agent requests such conference call.

7.25 Post-Closing Covenants.

(a) Within 45 days after the Closing Date (or with respect to any Primary Facility of the type described in clause (b) of the definition thereof, within 45 days after the purchase or development thereof), (i) use commercially reasonable efforts to obtain estoppel letters, consents and waivers, in each case in form and substance reasonably satisfactory to the Administrative Agent, with respect to the location of every Primary Facility and (ii) obtain estoppel letters, consents and waivers, in the case of each of clauses (i) and (ii) in form and substance reasonably satisfactory to the Administrative Agent, with respect to the location of the chief executive office of each Loan Party.

(b) Comply with the requirements of Section 4(a)(iv) of the Security Agreement within the time periods set forth therein.

(c) Within 45 days after the Closing Date (or such longer period as the Administrative Agent may agree to in its sole discretion), deliver to the Administrative Agent each of the items specified in clauses (a)-(g) of the definition of Real Property Security Documents with respect to the property located at 2710 Western Center Boulevard, Fort Worth, Texas 76131 (it being agreed that for purposes of such definition this Section 7.25 shall constitute a request by the Administrative Agent for the delivery or provision of such documents).

(d) Within 30 days after the Closing Date (or such longer period as the Administrative Agent may agree to in its sole discretion), deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, duly executed originals of deposit account control agreements with respect to each Deposit Account (except for Deposit Accounts into which Government Receivables are deposited by payors to the extent applicable Law and regulations prohibit the Administrative Agent from obtaining control over such Deposit Accounts) held by any Loan Party as are necessary for the purpose of obtaining and maintaining control with respect to each such Deposit Account.

(e) Within 5 Business Days after the Closing Date (or such longer period as the Administrative Agent may agree to in its sole discretion), deliver to the Administrative Agent, copies of insurance policies or certificates of insurance of the Loan Parties evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents and otherwise in form and substance satisfactory to the Administrative Agent.

ARTICLE VIII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no Loan Party (other than Holdings, except with respect to Section 8.17 only) shall, nor shall it permit any Subsidiary thereof to, directly or indirectly:

8.01 Liens.

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);

(c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than sixty days or, if overdue for more than sixty days, are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) for which adequate reserves determined in accordance with GAAP have been established;

(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f) deposits to secure the performance of bids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);

(i) Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;

(j) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary;

(k) any interest of title of a lessor under, and Liens arising from precautionary UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;

(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;

(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; provided that such setoff rights do not apply with respect to Indebtedness;

(n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(o) to the extent constituting a Lien, Retained Rights;

(p) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property;

(q) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(r) Liens granted by any MPT Operator on the MPT Senior Collateral to secure the MPT Claim, provided that prior to such MPT Operator granting such Lien MPT and each MPT Operator shall have entered into the MPT Intercreditor Agreement with the Administrative Agent;

(s) Liens granted by the Borrower in favor of Bank of America, N.A. pursuant to the Existing L/C Security Agreement as in effect on the Closing Date in the Deposit Accounts (as defined therein as of the Closing Date), subject to the limitations contained therein, securing Indebtedness permitted under Section 8.03(l); and

(t) other Liens securing liabilities (other than Indebtedness) in an amount not to exceed $1,000,000 in the aggregate at any time outstanding.

8.02 Investments.

Make any Investments, except:

(a) Investments in the form of cash or Cash Equivalents;

(b) Investments outstanding on the Closing Date and set forth in Schedule 8.02;

(c) Investments in any Person that is a Loan Party prior to giving effect to such Investment, provided that Investments by members of the Primary Group in members of the MPT

Group shall be limited to (i) each MPT Cost Overrun Guaranty and the MPT Master Lease Guaranty permitted by Section 8.03, (ii) each MPT Letter of Credit and (iii) other Investments in an aggregate amount not to exceed $1,000,000 at any time outstanding;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e) Guarantees permitted by Section 8.03;

(f) Permitted Acquisitions; provided that the acquisition previously identified in writing by the Borrower to the Administrative Agent prior to the Closing Date shall be deemed a Permitted Acquisition provided that it satisfies each of the criteria set forth in the definition of Permitted Acquisition other than in clause (h) thereof;

(g) loans and advances to employees of the Borrower or any Subsidiary for reimbursable expenses in the ordinary course of business not to exceed $500,000 in the aggregate at any time outstanding;

(h) Investments consisting of the non-cash portion of consideration received in connection with Dispositions permitted pursuant to Section 8.05;

(i) Investments consisting of non-cash loans made by the Borrower to officers, directors and employees of the Borrower or any Subsidiary which are used by such Persons to purchase simultaneously Equity Interests of the Borrower;

(j) Investments consisting of Swap Contracts permitted by Section 8.03;

(k) to the extent constituting Investments, the issuance of Letters of Credit for the account of, or to support or secure obligations of, members of the Primary Group; and

(l) Investments of a nature not contemplated in the foregoing clauses in an amount not to exceed $500,000 in the aggregate measured as of the date of incurrence thereof.

8.03 Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(b) Indebtedness outstanding on the date hereof and set forth in Schedule 8.03 and any refinancings, refundings, renewals and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (ii) the material terms taken as a whole of such refinancing, refunding, renewal or extension are not materially less favorable to the Borrower and its Subsidiaries than the terms of the Indebtedness being refinanced, refunded, renewed or extended, (iii) if the Indebtedness so refinanced, refunded, renewed or extended was unsecured, the refinancing, refunding, renewing

or extending Indebtedness shall be unsecured, (iv) if the Indebtedness so refinanced, refunded, renewed or extended was secured by a junior Lien to the Lien securing the Obligations, then the refinancing, refunding, renewing or extending Indebtedness shall be unsecured or secured by a junior Lien to the Lien securing the Obligations, and (v) if the Indebtedness so refinanced, refunded, renewed or extended was subordinated to the Obligations or any other obligations junior to or subordinated to the Obligations, such refinancing, refunding, renewing, or extending Indebtedness shall be subordinated to the Obligations or other obligations junior to at least the same extent;

(d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $5,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed;

(f) Guarantees with respect to Indebtedness permitted under this Section 8.03 provided that no member of the Primary Group (other than the Borrower pursuant to each MPT Cost Overrun Guaranty and the MPT Master Lease Guaranty) shall provide a Guarantee of any Indebtedness under the MPT Documents; provided further that the Guarantee by the Borrower pursuant to the MPT Master Lease Guaranty shall be permitted only if such Guarantee is subject to the MPT Subordination Agreement;

(g) Indebtedness which may be deemed to exist pursuant to any performance, surety, statutory, appeal bonds or similar obligations incurred in the ordinary course of business;

(h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument, in each case, drawn against insufficient funds in the ordinary course of business, provided, that such Indebtedness is extinguished within 5 Business Days of its incurrence;

(i) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with financing of insurance premiums; provided that the total of all such Indebtedness shall not exceed the aggregate amount of such unpaid insurance premiums;

(j) subject to compliance with Section 8.06(d), the issuance by the Borrower or any Subsidiary of Indebtedness as payment for all or a portion of any Employee Equity Repurchase, provided that (i) such Indebtedness is subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) the aggregate principal amount of such Indebtedness shall not exceed $5,000,000 at any time;

(k) Indebtedness incurred by the members of the MPT Group under the MPT Documents in an aggregate amount not to exceed the MPT Maximum Funding Amount;

(l) Indebtedness of the Borrower to Bank of America, N.A. under the Existing L/C Security Agreement, as in effect on the Closing Date, securing Indebtedness (as defined therein, as such definition is in effect on the Closing Date) in an aggregate amount not to exceed $300,000; and

(m) other Indebtedness not specified above, provided, that the principal amount of such Indebtedness does not exceed $500,000 in the aggregate at any time outstanding.

8.04 Fundamental Changes.

Merge, dissolve, liquidate or consolidate with or into another Person, except that so long as no Event of Default exists or would result therefrom, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Borrower is the continuing or surviving Person and (ii) such Subsidiary is not an MPT Operator, (b) any Subsidiary may merge or consolidate with any other Subsidiary provided that (i) if a Loan Party is a party to such transaction, the continuing or surviving Person is a Loan Party and (ii) no member of the MPT Group shall merge or consolidate with any Subsidiary that is a member of the Primary Group unless, subject to Section 8.16(c), (e) and (f) such merger or consolidation is pursuant to a “Property Substitution” under Article XXXIV of the MPT Master Lease, (c) subject to clause (a) above, the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition provided that if the Borrower or another Loan Party is a party thereto then the Borrower or such Loan Party is the continuing or surviving Person and (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, (i) could not reasonably be expected to have a Material Adverse Effect, (ii) would not result in any property that constitutes MPT Senior Collateral being distributed or otherwise transferred to any member of the Primary Group, and (iii) no Event of Default exists immediately prior to such dissolution, liquidation or winding up, as applicable, or would result therefrom.

8.05 Dispositions.

Make any Disposition other than:

(a) subject to Section 8.16(c), (e) and (f), the transfer of a Primary Facility to a member of the MPT Group pursuant to a “Property Substitution” under Article XXXIV of the MPT Master Lease; and

(b) any other Disposition provided that (i) 80% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.14, (iii) no Default or Event of Default has occurred and is continuing or will be caused by such Disposition, (iv) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, such transaction is not prohibited by the terms of Section 8.13, (v) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05 and (vi) the aggregate net book value of all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all such transactions in any fiscal year of the Borrower shall not exceed $1,000,000.

8.06 Restricted Payments.

Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

(a) each Subsidiary may declare and make Restricted Payments to Loan Parties that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person;

(c) the Borrower may declare and make Tax Distributions with respect to any period for which the Borrower is a Flow Through Entity;

(d) the repurchase by the Borrower of Equity Interests in the Borrower held by a former officer, director or employee provided that (i) no Default or Event of Default then exists or would result therefrom, (ii) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the twelve fiscal months most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (c) after giving effect to such repurchase on a Pro Forma Basis and (iii) the aggregate principal amount of all such repurchases shall not exceed $5,000,000 (the “Employee Equity Repurchases”); and

(e) subject to compliance with the Delayed Draw Conditions, the Borrower may distribute the proceeds of the Delayed Draw Term Loans to owners of its Equity Interests, ratably in accordance with their ownership thereof (such distributions, the “Specified Distributions”); provided that such Specified Distributions are made within two Business Days of the date on which the Delayed Draw Term Loans are made.

8.07 Change in Nature of Business.

Engage in any line of business other than Medical Services Businesses.

8.08 Transactions with Affiliates; Management Fees.

(a) Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (i) transactions among Loan Parties, (ii) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (iii) normal and reasonable compensation and reimbursement of expenses of officers and directors, (iv) payment of the Management Fee, Management Expenses and Medical Management Fees in each case to the extent permitted by Section 8.08(b), and (v) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate.

(b) Pay any management, consulting or similar fee to any Affiliate or to any manager, director, officer or employee of the Borrower or any Subsidiary except that the Borrower may pay: (i) Management Expenses, (ii) Medical Management Fees, and (iii) the Management Fees; provided that (A) the aggregate amount of Management Fees paid during any fiscal year shall not exceed the sum of (1) $500,000 plus (2) the amount of any increase in the Management Fee on each January 1 pursuant to

Section 5.1 of the Management Agreement as in effect on the date hereof plus (3) any accrued Management Fees permitted to be paid pursuant to clause (b)(iii), and (B) no Event of Default shall have occurred and be continuing at the time of such payment or would result therefrom; provided further that any Management Fees that are not paid when due as a result of the existence of an Event of Default may accrue during such time and be paid upon the cure or waiver in writing of such Event of Default so long as no other Event of Default then exists or would be caused by such payment.

(c) Amend, modify or change the Management Agreement in a manner materially adverse to the Borrower and its Subsidiaries (including any amendment, modification or change that increases the amount of, or that accelerates the timing for payment of, the Management Fee, Management Expenses or any other amount payable thereunder).

8.09 Burdensome Agreements.

Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale or (5) the MPT Documents (and amendments thereto not prohibited by Section 8.16(a)), provided that any such restriction contained therein relates only to the Borrower or any Subsidiary party to the MPT Documents or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

8.10 Use of Proceeds.

Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

8.11 Financial Covenants.

(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio, as of the last day of any period of twelve consecutive fiscal months of Borrower ending on the date set forth in the table below, to exceed the ratio set forth opposite such date in the table below:

Date		Consolidated Leverage Ratio
March 31, 2014		5.25 to 1.0
June 30, 2014		5.25 to 1.0
September 30, 2014		5.25 to 1.0
December 31, 2014		5.00 to 1.0
March 31, 2015		5.00 to 1.0

Date		Consolidated Leverage Ratio
June 30, 2015		5.00 to 1.0
September 30, 2015		4.75 to 1.0
December 31, 2015		4.50 to 1.0
March 31, 2016		4.25 to 1.0
June 30, 2016		4.00 to 1.0
September 30, 2016		3.75 to 1.0
December 31, 2016 and thereafter		3.50 to 1.0

(b) Consolidated Interest Charge Coverage Ratio. Permit the Consolidated Interest Charge Coverage Ratio, as of the last day of any period of twelve consecutive fiscal months of Borrower ending on the date set forth in the table below, to exceed the ratio set forth opposite such date in the table below:

Date		Consolidated Interest Charge Coverage Ratio
March 31, 2014		2.50 to 1.0
June 30, 2014		2.75 to 1.0
September 30, 2014		2.75 to 1.0
December 31, 2014		3.00 to 1.0
March 31, 2015		3.00 to 1.0
June 30, 2015		3.25 to 1.0
September 30, 2015		3.25 to 1.0
December 31, 2015 and thereafter		3.50 to 1.0

(c) Consolidated Capital Expenditures. Permit Consolidated Capital Expenditures (other than Consolidated Capital Expenditures to the extent financed with (i) Capital Expenditure Equity Issuances or (ii) the proceeds of Delayed Draw Term Loans) to exceed for any fiscal year of the Borrower the amount set forth next to such fiscal year in the table below:

Fiscal Year Ending	Consolidated Interest Charge Coverage Ratio
December 31, 2014	$	25,000,000
December 31, 2015 and thereafter	$	15,000,000

; provided that if the aggregate amount of Consolidated Capital Expenditures made in any fiscal year commencing with the fiscal year ending December 31, 2014 shall be less than the maximum amount of Consolidated Capital Expenditures otherwise permitted under this Section 8.11 for such fiscal year (before giving effect to any carryover), then an amount of such shortfall not exceeding 75% of such maximum amount may be added to the amount of Consolidated Capital Expenditures permitted under this Section 8.11 for the immediately succeeding (bot not any other) fiscal year.

8.12 Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.

(a) Amend, modify or change its Organization Documents in a manner materially adverse to the Lenders.

(b) Change its fiscal year or its fiscal quarter.

(c) Without providing concurrent written notice to the Administrative Agent (or such lesser period as the Administrative Agent may agree), change its name, state of formation, form of organization, chief executive office, U.S. taxpayer identification number or organizational identification number.

8.13 Ownership of Subsidiaries.

Notwithstanding any other provisions of this Agreement to the contrary, (a) permit any Person (other than the Borrower or any Wholly Owned Subsidiary) to directly or indirectly own any Equity Interests of any Subsidiary, except (i) any Person whose primary business is the operation of hospitals in the local area where such Subsidiary operates a Facility and (ii) to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests of Foreign Subsidiaries, or (b) permit any Subsidiary to issue or have outstanding any shares of preferred Equity Interests.

8.14 Sale Leasebacks.

Enter into any Sale and Leaseback Transaction (other than with respect to the MPT Facilities and the property located at 3016 Marina Bay Drive, League City, Texas 77573) unless after giving effect to such Sale and Leaseback Transaction the aggregate fair market value (determined at the time of such Sale and Leaseback Transaction) of all property covered by all Sale and Leaseback Transactions permitted hereunder does not exceed $6.0 million at any one time; provided that if a Sale and Leaseback Transaction with respect to the property located at 3016 Marina Bay Drive, League City, Texas 77573 is not consummated on or before March 31, 2014, the Borrower and its Subsidiaries shall deliver to the Administrative Agent within 30 days thereafter (or such longer period as the Administrative Agent shall agree to in its sole discretion) each of the items specified in clauses (a) through (g) of the definition of Real Property Security Documents.

8.15 Sanctions.

Permit any Loan or the proceeds of any Loan, directly or indirectly, (a) to be lent, contributed or otherwise made available to fund any activity or business in any Designated Jurisdiction; (b) to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions; or (c) in any other manner that will result in any violation by any Person (including any Lender, Administrative Agent or L/C Arranger) of any Sanctions.

8.16 MPT Documents and Transactions.

(a) Amend or modify or waive any of the requirements of any of the MPT Documents in a manner that (i) increases the maximum aggregate amount funded, or permitted to be funded, by MPT or any other Person thereunder to an amount greater than $205,000,000 (the “MPT Maximum Funding Amount”), (ii) increases the maximum amount of each MPT Letter of Credit required thereunder or the maximum number of MPT Letters of Credit required thereunder, or (iii) is not permitted by the MPT Intercreditor Agreement or the MPT Subordination Agreement, as applicable;

(b) make any optional prepayment (including by way of depositing money or securities with respect thereto before due for the purposes of paying when due) of any of the obligations of the Borrower and its Subsidiaries under the MPT Documents or make any other payment of any of the obligations of the Borrower and its Subsidiaries under the MPT Documents in violation of the MPT Intercreditor Agreement or the MPT Subordination Agreement, as applicable;

(c) transfer, directly or indirectly, any Primary Facility to a member of the MPT Group, provided that the Primary Group may transfer up to three Primary Facilities to the MPT Group during the term of this Agreement pursuant to a “Property Substitution” under Article XXXIV of the MPT Master Lease so long as (i) no Default shall have occurred and be continuing at the time of such transfer and (ii) after giving effect to such transfer on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the twelve fiscal months most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (c);

(d) permit any member of the Primary Group to become a member of the MPT Group, provided that a member of the Primary Group may become a member of the MPT Group pursuant to a “Property Substitution” under Article XXXIV of the MPT Master Lease subject to Section 8.16(c), (e) and (f);

(e) permit any member of the Primary Group other than the Borrower to own any Equity Interest of any member of the MPT Group;

(f) permit any member of the MPT Group to own any Equity Interest of any member of the Primary Group;

(g) (i) amend or modify the definition of Property Substitution (or any defined term used therein) under the MPT Master Lease, or (ii) or otherwise amend, modify, or waive any of the requirements of any of the following provisions of the MPT Master Lease: Article X (to the extent relating, directly or indirectly, to the financing of capital additions), Article XXXIV or Article XXXV (to the extent requiring non-disturbance protections in respect of the Encumbrances (as defined in the MPT Master Lease);

(h) amend, modify, or waive any provision of the MPT Cost Overrun Guaranty, including any change that would result in any increase in the Construction Period Maximum Liability (as defined in the MPT Cost Overrun Guaranty); or

(i) permit any party to any of the New MPT Documents or any other Person to fail to comply with any of the requirements contained in the proviso to the definition of the New MPT Documents.

8.17 Permitted Activities of Holdings. From and after the date of formation or organization thereof, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement and the other Loan Documents; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created by the Collateral Documents; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of the Borrower, and (ii) performing its obligations and activities incidental thereto under the Loan Document; (d) consolidate with or merge with or into, or convey, transfer, lease or license any portion of its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

8.18 Existing L/C Security Agreement. (i) Amend or modify or waive any of the provisions of the Existing L/C Security Agreement without the prior written consent of the Administrative Agent in its sole discretion, (ii) deposit any amount in any Deposit Account (as defined in the Existing L/C Security Agreement) in excess of the minimum amount required to be maintained therein under the terms of the

Existing L/C Security Agreement as in effect on the date hereof, or (iii) cause or permit any of the Deposit Accounts (as defined in the Existing L/C Security Agreement) not to be a deposit account (as defined in the New York Uniform Commercial Code.

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

9.01 Events of Default.

Any of the following shall constitute an Event of Default:

(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants.

(i) Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01 and such failure continues for five days; or

(ii) Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.03(a), 7.05(a), 7.10, 7.11, 7.12, 7.13(a), 7.18 (other than as a result of the full amount of the Sterling Equity Reserve being contributed to the Borrower), or 7.25 and Article VIII; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. (i) The Borrower or any Subsidiary fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Indebtedness; (ii) the Borrower or any Subsidiary fails to observe or perform any other agreement or condition relating to any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice or the passage of time if required, such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated maturity; or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined)

under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(f) Insolvency Proceedings, Etc. The Borrower or any Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) The Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty days after its issue or levy; or

(h) Judgments. There is entered against the Borrower or any Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have or could reasonably be expected to have a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA. (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of one or more Loan Parties under Title IV of ERISA in an aggregate amount in excess of the Threshold Amount, or (ii) one or more Loan Parties or any Subsidiary fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j) Invalidity of Loan Documents. Any Loan Document at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, fails to become or ceases to be in full force and effect or fails or ceases to give the Administrative Agent any material part of the Liens purported to be created thereby; or any Loan Party contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(k) Invalidity of MPT Intercreditor Agreement or MPT Subordination Agreement. Any provision of the MPT Intercreditor Agreement or the MPT Subordination Agreement shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable (other than a termination at the direction of the Administrative Agent); or

(l) Change of Control. There occurs any Change of Control; or

(m) Exclusion Event. There occurs an Exclusion Event which has had or would reasonably be expect to have a Material Adverse Effect; or

(n) Sterling Equity Reserve. The Sterling Equity Reserve is not established or is terminated or Sterling fails to make an equity contribution from the Sterling Equity Reserve to the Borrower within twenty (20) days after request by the Borrower for such equity contribution pursuant to Section 7.18, in each case other than as a result of the full amount of the Sterling Equity Reserve being contributed to the Borrower; provided, however, that on the date that Consolidated EBITDA, calculated for the most recently completed twelve consecutive month period with respect to which the Administrative Agent has received financial statements pursuant to Section 7.01(c), is equal to or greater than $30,000,000, the Sterling Equity Reserve may be terminated and equity contributions from the Sterling Equity Reserve will no longer be required; or

(o) Subordination. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness (the “Subordinated Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of applicable subordinated Indebtedness; or (ii) the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordinated Provisions, (B) that the Subordinated Provisions exist for the benefit of the Administrative Agent, the Lenders or (C) that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordinated Provisions; or

(p) MPT Documents. The occurrence of an “Event of Default” (or any similar term) under, and as defined in, any of the MPT Documents; or

(q) DACAs and Collection Account Agreements. (i) any DACA or Collection Account Agreement for any reason, other than a partial or full release in accordance with the terms thereof, ceases to be in full force and effect or is declared to be null and void, or any Loan Party terminates or denies that it has any further liability under any DACA or Collection Account Agreement to which it is party, or gives notice to such effect, or amends, waives, rescinds, revokes or terminates the instructions given in the applicable DACA or Collection Account Agreement; [or (ii) any Loan Party exercises its rights under applicable Law (in whole or in part) to terminate, rescind or otherwise fail to comply with any of the requirements contained in Section 4(a)(iv) of the Security Agreement, including any failure to (A) transfer funds to a deposit account subject to a DACA, (B) comply with instructions originated by the Administrative Agent with respect to funds maintained in such deposit account (regardless of whether such failure to comply is permitted under the applicable DACA), or (C) enter into or maintain in effect a DACA or a Collection Account Agreement](2).

(2) Proposed deletion subject to internal PR discussion.

9.02 Remedies Upon Event of Default.

If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans (including the Delayed Draw Term Loan Commitments) to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

(c) exercise on behalf of itself, the Lenders and the L/C Arranger all rights and remedies available to it, the Lenders and the L/C Arranger under the Loan Documents or applicable Law or at equity;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

9.03 Application of Funds.

After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations, subject to the provisions of Sections 2.14 and 2.15, shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, but including L/C Maintenance Fees) payable to the Lenders and the L/C Arranger (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Arranger) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Arranger in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans, (b) payment of Obligations then owing under any Secured Hedge Agreements, and (c) payment of Obligations then owing under any Secured Cash Management Agreements, ratably

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among the Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation of Obligations otherwise set forth above in this Section.

Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

9.04 Right to Cure Financial Covenant Defaults.

In the event that the Loan Parties fail to comply with Section 8.11(a) and/or Section 8.11(b) (each, a “Financial Covenant Default”) as of the end of any fiscal quarter of the Borrower (a “Relevant Quarter”), then the Borrower shall have the right to cure such Financial Covenant Default (the “Cure Right”) with the Net Cash Proceeds of an Equity Issuance to Sterling or any of its Controlled Investment Affiliates (consisting solely of common stock of the Borrower or other Equity Interests having terms reasonably acceptable to Administrative Agent) (a “Specified Equity Contribution”) in each case during the period of ten (10) Business Days following the date of delivery of the Compliance Certificate for such Relevant Quarter and treating the amount of the Net Cash Proceeds of such Equity Issuance as Consolidated EBITDA for such Relevant Quarter, provided that:

(a) the Borrower shall deliver to the Administrative Agent a written notice of its intent to exercise its Cure Right with respect to any Financial Covenant Default (a “Cure Notice”) concurrent with the delivery by the Borrower to the Administrative Agent of the Compliance Certificate for such Relevant Quarter;

(b) the Specified Equity Contribution may be treated as Consolidated EBITDA for such Relevant Quarter and any subsequent period that includes such Relevant Quarter solely to the extent necessary to cure the relevant Financial Covenant Default, and all Specified Equity Contributions shall be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA;

(c) the Borrower shall have the right to exercise the Cure Right not more than one time during the term of this Credit Agreement;

(d) the amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrower to cure the relevant Financial Covenant Default;

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(e) the amount of any Specified Equity Contribution may be treated as Consolidated EBITDA for such Relevant Quarter only to the extent such Specified Equity Contribution does not exceed 20% of Consolidated EBITDA for the applicable period (calculated prior to giving effect to such Specified Equity Contribution; and

(f) the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Specified Equity Contribution treated as Consolidated EBITDA for such Relevant Quarter in accordance with Section 2.05(b)(iv); and

(g) any Loan prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the covenants set forth in Section 8.11 for the Relevant Quarter and the next three fiscal quarters thereafter.

ARTICLE X

ADMINISTRATIVE AGENT

10.01 Appointment and Authority.

Each of the Lenders and the L/C Arranger hereby irrevocably appoints FSFC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, and the L/C Arranger and no Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, potential Hedge Banks and potential Cash Management Banks) and the L/C Arranger hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Arranger for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto.

10.02 Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own

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securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

10.03 Exculpatory Provisions.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Loan Party, a Lender, or the L/C Arranger.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

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10.04 Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.05 Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

10.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Arranger and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Arranger, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) [Reserved].

(c) With effect from the Resignation Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Arranger under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor

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Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Arranger directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective Date), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

10.07 Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and the L/C Arranger acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Arranger also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10.08 No Other Duties; Etc.

Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Arranger hereunder.

10.09 Administrative Agent May File Proofs of Claim.

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Arranger, and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Arranger, and the Administrative Agent and their respective agents and counsel and all other amounts due the

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Lenders, the L/C Arranger, and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 11.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Arranger to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Arranger, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Arranger any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Arranger to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Arranger in any such proceeding.

10.10 Collateral and Guaranty Matters.

Without limiting the provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Arranger irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon Payment in Full, (ii) that is sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or any Recovery Event or (iii) as approved in accordance with Section 11.01;

(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i);

(c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; and

(d) to enter into and perform its obligation under the MPT Intercreditor Agreement and the MPT Subordination Agreement.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.10.

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by

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any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

10.11 Secured Cash Management Agreements and Secured Hedge Agreements.

No Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 9.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the amount of the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the amount of the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Maturity Date.

ARTICLE XI

MISCELLANEOUS

11.01 Amendments, Etc.

No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the applicable Loan Party, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that

(a) no such amendment, waiver or consent (however characterized) shall:

(i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or Section 5.03 or of any Default is not considered an extension or increase in Commitments of any Lender);

(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;

(iii) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such amount; provided, however, that only the

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consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or L/C Maintenance Fees at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;

(iv) (A) change Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby or (B) the order of application of any reduction in the Commitments or any prepayment of Loans from the application thereof set forth in the applicable provisions of Article II without the prior consent of each Lender directly affected thereby;

(v) change any provision of this Section 11.01 or the definition of “Required Lenders” or “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;

(vi) release all or substantially all of the Collateral without the written consent of each Lender;

(vii) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 8.04 or Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender, except to the extent such release is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone);

(viii) change Section 11.06 in a manner that would add any restriction on the ability of a Lender to make an assignment without the written consent of each Lender directly affected thereby; or

(b) prior to the termination of the Revolving Commitments, unless also signed by Required Revolving Lenders, no such amendment, waiver or consent shall, (i) waive any Default for purposes of Section 5.02(b), (ii) amend, change, waive, discharge or terminate Sections 5.02 or 9.01 in a manner adverse to such Lenders or (iii) amend, change, waive, discharge or terminate Section 8.11 (or any defined term used therein) or this Section 11.01(b); or

(c) unless also signed by Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the Outstanding Amount of the Term Loan, no such amendment, waiver or consent shall (i) amend, change, waive, discharge or terminate Section 2.05(b)(vi) so as to alter the manner of application of proceeds of any mandatory prepayment required by Section 2.05(b)(ii), (iii), (iv) or (v) hereof (other than to allow the proceeds of such mandatory prepayments to be applied ratably with other term loans under this Agreement) or (ii) amend, change, waive, discharge or terminate this Section 11.01(c) (other than to provide other term loan Lenders with proportional rights under this Section 11.01(c));

(d) unless also signed by the L/C Arranger, no amendment, waiver or consent shall affect the rights or duties of the L/C Arranger under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by any Issuing Bank;

(e) [reserved]; and

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(f) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;

provided, however, that notwithstanding anything to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of such Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender, (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan or on any out-of-court restructuring plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iv) the Required Lenders and the Required Revolving Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

11.02 Notices; Effectiveness; Electronic Communications.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to any Loan Party, the Administrative Agent or the L/C Arranger, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Arranger hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Arranger pursuant to Article II if

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such Lender or the L/C Arranger, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the L/C Arranger or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, the L/C Arranger or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Loan Party, any Lender, the L/C Arranger or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each Loan Party, the Administrative Agent and the L/C Arranger may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to each Loan Party, the Administrative Agent and the L/C Arranger. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(e) Reliance by Administrative Agent, L/C Arranger and Lenders. The Administrative Agent, the L/C Arranger and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices and Letter of Credit Applications) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties

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shall indemnify the Administrative Agent, the L/C Arranger, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03 No Waiver; Cumulative Remedies; Enforcement.

No failure by any Lender, the L/C Arranger or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document (including the imposition of the Default Rate) preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders and the L/C Arranger; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Arranger from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Arranger) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

11.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent plus any necessary local or regulatory counsel) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with any amendments, modifications or waivers of the provisions of this Agreement or any other Loan Document (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable out-of-pocket expenses incurred by the L/C Arranger in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iv) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Arranger (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender

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or the L/C Arranger) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder or Letters of Credit issued by any Issuing Bank, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Issuing Bank, and the L/C Arranger, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any Subsidiary, or any Environmental Liability related in any way to the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a dispute solely among Indemnitees and (in the case of this clause (z) not involving any action or inaction by the Borrower or any Subsidiary and not relating to any action or inaction of such Indemnitee in its capacity as Administrative Agent or L/C Arranger); provided, further, that in the case of any such claim, investigation, litigation or proceeding brought by any Loan Party against an Indemnitee or by an Indemnitee against any Loan Party, neither the Loan Parties nor any such Indemnitee shall have any obligation to pay any amounts in respect of such dispute until a final and nonappealable judgment is rendered by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Arranger or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Arranger or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each

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Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the L/C Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from (i) the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction, (ii) a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) a dispute solely among Indemnitees and (in the case of this clause (z) not involving any action or inaction by the Borrower or any Subsidiary and not relating to any action or inaction of such Indemnitee in its capacity as Administrative Agent or L/C Arranger, as determined by a final and nonappealable judgment of a court of competent jurisdiction).

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival. The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent and the L/C Arranger, the replacement of any Lender and Payment in Full.

11.05 Payments Set Aside.

To the extent that any payment by or on behalf of any Loan Party is made to the Administrative Agent, the L/C Arranger or any Lender, or the Administrative Agent, the L/C Arranger or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Arranger or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Arranger severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Arranger under clause

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(b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

11.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and, subject to the last sentence of this Section 11.06(b), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Arranger and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any credit facility provided hereunder and/or the Loans at the time owing to it (in each case with respect to any credit facility provided hereunder) or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $2,500,000 (in the aggregate for the Commitments and Loans in respect of the revolving credit facility provided hereunder and the term loan facility provided hereunder subject to such assignment), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement

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with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the revolving credit facility provided hereunder and any separate revolving credit or term loan facilities provided pursuant to the last paragraph of Section 11.01 on a non-pro rata basis;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof and provided further, that, without limiting the consultation rights provided for in the Fee Letter, the Borrower’s consent shall not be required during the primary syndication of the credit facility provided herein;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Loan Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable credit facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) the consent of the L/C Arranger shall be required for any assignment in respect of the revolving credit facility provided hereunder.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C

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Arranger or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(vii) Assignee is not a Competitor. Unless an Event of Default has occurred and is continuing (in which case this clause (vii) shall not apply to such assignment), each assignee represents and warrants to the Borrower that, as of the date on which such assignment was entered into, such assignee is not a Competitor.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Notwithstanding anything to the contrary herein, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Arranger shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (iv) unless an Event of Default has occurred and is continuing (in which case this clause (iv) shall not apply to such participation), such Participant represents and warrants to the Borrower that such assignee is not a

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Competitor. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f) The Loan Parties acknowledge and agree that on or at any time following the Closing Date, the Administrative Agent, the L/C Arranger and the Lenders may execute an agreement pursuant to which the Administrative Agent, L/C Arranger and Lenders may agree, as between themselves, to (among other things) certain voting arrangements relative to matters requiring the approval of Lenders, to the priority and application of payments and proceeds of Collateral, and to certain pricing arrangements. The rights and duties of the Administrative Agent, L/C Arranger and the Lenders with respect to such matters may be subject to such agreement. Anything to the contrary contained herein notwithstanding, to the extent such agreement is executed, any Person that is to become a party to this Agreement as a Lender

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shall be required to join the agreement described in this Section 11.06(f) on terms (including with respect to its priority vis a vis other Lenders, to payments and proceeds of Collateral, and pricing arrangements) and conditions satisfactory to the Administrative Agent as a condition to such Person becoming a party to this Agreement as a Lender.

11.07 Treatment of Certain Information; Confidentiality.

Each of the Administrative Agent, the Lenders and the L/C Arranger agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its funding and financing sources, and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the L/C Arranger or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Arranger on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and the L/C Arranger acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws; provided that the foregoing shall in no way affect the obligations of the Borrower under the last paragraph of Section 7.02.

11.08 Right of Setoff.

If an Event of Default shall have occurred and be continuing and the Administrative Agent or Lenders are exercising remedies pursuant to Section 9.02, each Lender, the L/C Arranger and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent

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permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Arranger or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Arranger or their respective Affiliates, irrespective of whether or not such Lender, the L/C Arranger or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Arranger different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Arranger and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Arranger and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Arranger or their respective Affiliates may have. Each Lender and the L/C Arranger agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 11.08, if at any time any Lender, the L/C Arranger or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

11.09 Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

It is the intention of the parties to comply with applicable usury Law. The parties agree that the total amount of interest contracted for, charged, collected or received by the Administrative Agent and the Lenders under this Agreement shall not exceed the Maximum Rate. To the extent, if any, that Chapter 303 of the Texas Finance Code (the “TX Code”) is relevant for purposes of determining the Maximum Rate, the parties elect to determine the Maximum Rate under the TX Code pursuant to the “weekly ceiling” from time to time in effect, as referred to and defined in § 303.001-303.016 of the TX Code; subject, however, to any right the Lenders subsequently may have under applicable Law to change the method of determining the Maximum Rate. Notwithstanding any contrary provisions contained herein, (a) the Maximum Rate shall be calculated on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be; (b) in determining whether the interest hereunder exceeds interest at the Maximum Rate, the total amount of interest shall be spread throughout the entire term of this Agreement until its payment in full; (c) if at any time the interest rate chargeable under this Agreement would exceed the Maximum Rate, thereby causing the interest payable under this Agreement to be limited

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to the Maximum Rate, then any subsequent reductions in the interest rate(s) shall not reduce the rate of interest charged under this Agreement below the Maximum Rate until the total amount of interest accrued from and after the date of this Agreement equals the amount of interest which would have accrued if the interest rate(s) had at all times been in effect; (d) if the Administrative Agent or any Lender ever charges or receives anything of value which is deemed to be interest under applicable Texas Law, and if the occurrence of any event, including acceleration of maturity of obligations owing to the Lenders, should cause such interest to exceed the maximum lawful amount, any amount which exceeds interest at the Maximum Rate shall be applied to the reduction of the unpaid principal balance under this Agreement or any other indebtedness owed to the Lenders by the Borrower, and if this Agreement and such other indebtedness are paid in full, any remaining excess shall be paid to the Borrower; and (e) Chapter 346 of the TX Code shall not be applicable to this Agreement or the Obligations outstanding hereunder.

11.10 Counterparts; Integration; Effectiveness.

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Arranger, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

11.11 Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent, L/C Arranger, and each Lender, regardless of any investigation made by the Administrative Agent, L/C Arranger, or any Lender or on their behalf and notwithstanding that the Administrative Agent, L/C Arranger, or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.12 Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the L/C Arranger, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

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11.13 Replacement of Lenders.

If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees, the Prepayment Premium, if any, and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d) such assignment does not conflict with applicable Laws; and

(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

11.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ARRANGER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM

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OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ARRANGER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15 Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16 No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the

122

arranging and other services regarding this Agreement provided by the Administrative Agent and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, L/C Arranger, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, L/C Arranger, and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the L/C Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, L/C Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, L/C Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, L/C Arranger, or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

11.17 Electronic Execution of Assignments and Certain Other Documents.

The words “execute” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

11.18 Reserved.

11.19 Exclusion from Representations and Warranties and Covenants. Notwithstanding anything herein or in any other Loan Document to the contrary, if the Borrower or any Subsidiary is subject to any investigation, review or proceeding by any Governmental Authority and the Borrower or such Subsidiary is prohibited by applicable Law from disclosing the existence of such investigation, review or proceeding to the Administrative Agent, L/C Arranger or any Lender, then:

(a) the Borrower or such Subsidiary shall not be obligated to disclose the existence or substance of such investigation, review or proceeding to the Administrative Agent, L/C Arranger or any Lender, solely to the extent that disclosure thereof to such Person is so limited by such applicable Laws; and

(b) except as set forth in clause (a), such investigation, review or proceeding shall not be excluded from (i) the representations and warranties contained in Article VI, in any other Loan Document or in any document furnished at any time under or in connection with this Agreement or any other Loan Document, (ii) the covenants or agreements of the Borrower or any Subsidiary thereof in any Loan

123

Document or in any document furnished at any time under or in connection with this Agreement or any other Loan Document, or (iii) the Defaults or Events of Default.

11.20 USA PATRIOT Act.

Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Act. The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

11.21 Notice of Final Agreement.

THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[END]

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Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above.

BORROWER:

	FIRST CHOICE ER, LLC

	By:	/s/ Tim Fielding
	Name:	Tim Fielding
	Title:	Chief Financial Officer


GUARANTORS:

	AJNH MEDICAL CENTER LLC,
	BASSWOOD MEDICAL CENTER LLC,
	COPPERWOOD MEDICAL CENTER LLC,
	EAGLES NEST MEDICAL CENTER LLC,
	ECC MANAGEMENT, LLC,
	FM CROSSING MEDICAL CENTER LLC,
	KATY ER CENTER LLC,
	KINGWOOD MEDICAL CENTER LLC,
	KUYKENDAHL MEDICAL CENTER LLC,
	LEAGUE CITY MEDICAL CENTER LLC,
	LOUETTA MEDICAL CENTER LLC,
	MID-COLLIN COUNTY MEDICAL CENTER LLC,
	NORTH POWERS MEDICAL CENTER LLC,
	PEARLAND PARKWAY MEDICAL CENTER LLC,
	PFLUGERVILLE MEDICAL CENTER LLC,
	PLANO ERCARE CENTER LLC,
	SSH MEDICAL CENTER LLC,
	STERLING RIDGE MEDICAL CENTER LLC,
	WC MEDICAL CENTER LLC

	By: FIRST CHOICE ER, LLC, sole member of each of the companies listed above

	By:	/s/ Tim Fielding
	Name:	Tim Fielding
	Title:	Chief Financial Officer

[Signature Page to Credit Agreement]

GUARANTORS CONTINUED:

	OPFREE LICENSING LP,
	OPFREE RE INVESTMENTS, LTD.

	By: ECC MANAGEMENT, LLC, general partner of each of the companies listed above

	By: FIRST CHOICE ER, LLC its sole member


	By:	/s/ Tim Fielding
	Name:	Tim Fielding
	Title:	Chief Financial Officer


NON-GUARANTOR LOAN PARTIES:

	AUSTIN BRODIE MEDICAL CENTER LLC,
	LITTLE ELM FM 423 MEDICAL CENTER LLC,
	SAN ANTONIO NACOGDOCHES MEDICAL CENTER LLC

	By: FIRST CHOICE ER, LLC, sole member of each of the companies listed above


	By:	/s/ Tim Fielding
	Name:	Tim Fielding
	Title:	Chief Financial Officer

[Signature Page to Credit Agreement]

ADMINISTRATIVE AGENT AND L/C ARRANGER:


FIFTH STREET FINANCE CORP.,
a Delaware corporation

By:	Fifth Street Management LLC,
	a Delaware limited liability company,
	its Agent


	BY:	/s/ Ivelin M. Dimitrov
		Name: Ivelin M. Dimitrov
		Title: Chief Investment Officer

LENDER:

FIFTH STREET FINANCE CORP., a Delaware corporation

By:	Fifth Street Management LLC,
	a Delaware limited liability company,
	its Agent


	BY:	/s/ Ivelin M. Dimitrov
	Name:	Ivelin M. Dimitrov
	Title:	Chief Investment Officer

[Signature Page to Credit Agreement]

Schedule 1.01

Competitors

Name	Address/Location	City	State	ZIP
AKRON GENERAL HEALTH & WELLNESS CENTER- GREEN	1940 TOWN PARK BOULEVARD	UNIONTOWN	OH	44685
AKRON GENERAL HEALTH & WELLNESS CENTER- NORTH	4300 ALLEN ROAD	STOW	OH	44224
AKRON GENERAL HEALTH & WELLNESS CENTER- WEST	4125 MEDINA ROAD	AKRON	OH	44333
Altus Emergency Center- Baytown	1404 West Baker Road	Baytown	TX	77521
Altus Emergency Center- Lake Jackson (2014)	200 Oak Street	Lake Jackson	TX	77566
Altus Emergency Center- Lumberton	137 North LHS Drive	Lumberton	TX	77657
AMERICA’S ER	Farm to Market Road 2978 & Egypt Lane	MAGNOLIA	TX	77354
AOK Emergency Room	9180 KATY FREEWAY SUITE 150	HOUSTON	TX	77055
Austin Emergency Center	4015 South Lamar	Austin	TX	78704
Austin Emergency Center	3563 Far West	Austin	TX	78731
BANNER NORTH COLORADO EMERGENCY CARE	2000 70TH AVE	GREELEY	CO	80634
BELLAIRE EMERGENCY CENTER	6030 SOUTH RICE AVENUE, SUITE C	HOUSTON	TX	77081
BELLAIRE ER	5302 BELLAIRE BOULEVARD	BELLAIRE	TX	77401
CEDAR PARK EMERGENCY CENTER	3620 E. WHITESTONE BLVD	CEDAR PARK	TX	78613
CENTURA-CASTLE ROCK ADVENTIST HEALTH CAMPUS	2350 MEADOWS BLVD	CASTLE ROCK	CO	80109
CENTURA-ST. ANTHONY BRECKENDRIDGE CCEC	555 S PARK AVE - PLAZA II	BRECKENRIDGE	CO	80424
CENTURA-ST. ANTHONY COPPER MOUNTAIN CLINIC	860 COPPER RD	FRISCO	CO	80443
CENTURA-ST. ANTHONY KEYSTONE MEDICAL CLINIC	1252 COUNTY ROAD 8	KEYSTONE	CO	80435

CENTURA-ST. ANTHONY NORTH MEDICAL PAVILION	400 W. 144TH AVENUE	WESTMINSTER	CO	80023
Christus Health- Alon Town Centre	11503 NW Military Hwy	San Antonio	TX	78230
Christus Health-Creekside	244 Creekside Way	New Braunfels	TX	78130
COMPLETE EMERGENCY CARE I LLC	10628 CULEBRA ROAD SUITE 200	SAN ANTONIO	TX	78251
COMPLETE EMERGENCY CARE I LLC	655 Redd Road, Suite 201	EL PASO	TX	79912
CONROE EMERGENCY CENTER	3251 IH 45 NORTH	CONROE	TX	77304
CRESTED BUTTE MEDICAL CENTER	12 SNOWMASS ROAD	CRESTED BUTTE	CO	81225
CYPRESS CREEK ER	837 Cypress Creek Parkway, Suite 111	HOUSTON	TX	77090
DENVER HEALTH EAST GRAND
COMMUNITY CLINIC AND	145 PARSENN ROAD	WINTER PARK	CO	80482
EMERGENCY CENTER
DILEY RIDGE MEDICAL CENTER- FSED	7911 DILEY ROAD	CANAL WINCHESTER	OH	43110
E-CARE EMERGENCY CENTER	2810 HARDIN BOULEVARD	MCKINNEY	TX	75070
E-CARE EMERGENCY CENTER	8950 NORTH TARRANT PARKWAY	NORTH RICHLAND HILLS	TX	76182
E-CARE EMERGENCY CENTER	16151 ELDORADO PARKWAY	FRISCO	TX	75035
ELITE CARE EMERGENCY CENTER	[Coming Soon]	Houston	TX
ELITE CARE EMERGENCY CENTER	[Coming Soon]	Dallas/Fort Worth	TX
ELITE CARE EMERGENCY CENTER	[Coming Soon]	Houston	TX
ELITE CARE EMERGENCY CENTER	[Coming Soon]	San Antonio	TX
ELITE CARE EMERGENCY CENTER	[Coming Soon]	Houston	TX
ELITE CARE EMERGENCY CENTER	720 N Denton Tap Road	Coppell	TX	75019
ELITE CARE EMERGENCY CENTER	[Coming Soon]	Houston	TX
ELITE CARE EMERGENCY CENTER	[Coming Soon]	San Antonio	TX
ELITE CARE EMERGENCY CENTER	4780 SH 121	The Colony	TX	75056
ELITE CARE EMERGENCY CENTER	[Coming Soon]	Dallas/Fort Worth	TX
ELITE CARE EMERGENCY CENTER	[Coming Soon]	Houston	TX
ELITE CARE EMERGENCY CENTER	1712 U.S. 287	Mansfield	TX	76063
ELITE CARE EMERGENCY CENTER	2530 GULF FREEWAY SOUTH	LEAGUE CITY	TX	77573

ELITE CARE EMERGENCY CENTER	2500 RICE BOULEVARD	HOUSTON	TX	77005
ELITE CARE EMERGENCY CENTER	13402 SAN PEDRO AVENUE	SAN ANTONIO	TX	78216
ELITE CARE EMERGENCY CENTER	8703 BANDERA ROAD	SAN ANTONIO	TX	78250
Emergency Hospital of Texas	111 Emergency Drive	Livingston	TX	77351
Emergency Hospital of Texas (DOW Emergency)	15119 Wallisville Road	Houston	TX	77049
EMERGICARE	2409 FALCON PASS SUITE 100	HOUSTON	TX	77062
Emerus 24 Hour Emergency Room	16000 Southwest Fwy	Sugar Land	TX	77479
Emerus 24 Hour Emergency Room	24727 Tomball Parkway	Tomball	TX	77375
Emerus 24 Hour Emergency Room	6045 Alma Road	McKinney	TX	75070
Emerus/Baptist Emergency Hospital- San Antonio Overlook Parkway	25615 N US Highway 281	San Antonio	TX	78258
Emerus/Baptist Emergency Hospital- San Antonio San Pedro/Thousand Oaks	16088 San Pedro Avenue	San Antonio	TX	78232
Emerus/Baptist Emergency Hospital- San Antonio Schertz	16977 I-35 N	Schertz	TX	78154
Emerus/Baptist Emergency Hospital- San Antonio Westover Hills	10811 Town Center Drive	San Antonio	TX	78251
Emerus/Baptist Emergency Hospital- San Antonio-Hausman	8230 N 1604 W	San Antonio	TX	78249
Emerus/Baylor Emergency Hospital- Burleson	12500 S. Freeway	Burleson	TX	76028
Emerus/Baylor Emergency Hospital- Colleyville	Colleyville Blvd & Church St	Colleyville	TX	76034
Emerus/Baylor Emergency Hospital- Coppell- Pending	761 N Denton Tap Road	Coppell	TX	75019
Emerus/Baylor Emergency Hospital- Keller	620 S. Main Street	Keller	TX	76248
Emerus/Baylor Emergency Hospital- Mansfield	1776 N. U.S. 287	Mansfield	TX	76063
Emerus/Baylor Emergency Hospital- Murphy	511 FM 544	Murphy	TX	75094
Emerus/Baylor Emergency Hospital- Rockwall	1975 Alpha	Rockwall	TX	75087

Emerus/Baylor Emergency Medical Center- Aubrey	26791 Highway 380	Aubrey	TX	76227
Emerus/Methodist Emergency Care Center	1635 S Voss Rd Houston	Houston	TX	77057
Emerus/Scott & White	900 East Whitestone Blvd	Cedar Park	TX	78613
EMH AVON EMERGENCY CARE CENTER	1997 HEALTHWAY DRIVE	AVON	OH	44011
ER CENTERS OF AMERICA	6006 Camp Bowie Blvd	FORT WORTH	TX	76116
ER CENTERS OF AMERICA	6501 PRESTON ROAD	PLANO	TX	75024
ER CENTERS OF AMERICA	2700 E. ELDORADO PARKWAY	LITTLE ELM	TX	75068
ETMC Regional Healthcare System	S Broadway Ave at W Grande Blvd	Tyler	TX	75703
ETMC Regional Healthcare System	100 Municipal Drive	Gun Barrel City	TX	75156
GRACE ER	400 West Grand Parkway South	Katy	TX	77494
GRACE ER	10900 Gulf Freeway	Houston	TX	77034
HCA- HEALTHONE-MEDICAL
CENTER OF AURORA-CENTENNIAL MEDICAL PLAZA	14200 E ARAPAHOE ROAD	CENTENNIAL	CO	80112
HCA- HEALTHONE-N SUBURBAN NORTHEAST ER	12793 HOLLY STREET	THORNTON	CO	80602
HCA_HEALTHONE- SADDLE ROCK ER	7500 South Gartrell Road	AURORA	CO	80016
HCA- HEALTHONE-SOUTHWEST ER- SWEDISH	6196 S. AMMONS WAY	LITTLETON	CO	80123
HCA North Texas- Burleson (April 2014)	1461 SW Wilshire Blvd	Burleson	TX	76028
HCA North Texas- Plano (Coit & 121) (Q1 2014)		Plano	TX	75025
HCA-Arlington- Grand Prairie Emergency Center	5203 Lake Ridge Parkway	Grand Prairie	TX	75052
HCA-Clear Lake Regional-Alvin Emergency Center	301 Medic Lane	Alvin	TX	77511
HCA-ER at Alliance	3101 North Tarrant Parkway	FORT WORTH	TX	76177
HCA-Flower Mound 24 Hour Emergency Center	4351 Long Prairie Rd.	Flower Mound	TX	75028

HCA-HealthOne Emergency Care	10970 Shadow Creek Parkway	Pearland	TX	77584
HCA-HealthOne Emergency Care	9711 N. Sam Houston Pkwy East	Humble	TX	77396
HCA-HealthOne Emergency Care	5510 West Grand Pkwy. S	Richmond	TX	77406
HCA-HealthOne Emergency Care	6002 Fairmont Parkway	Pasadena	TX	77505
HCA-Methodist Boerne Emergency Center	134 Menger Springs	Boeme	TX	78006
HCA-St. David’s - Emergency Center- Cedar Park		Cedar Park	TX
HCA-St. David’s -Emergency Center- Bastrop	3201 HWY 71 East	Bastrop	TX	78602
HCA-St. David’s -Emergency Center- Bee Cave	12813 Galleria Circle	Bee Cave	TX	78738
HCA-St. David’s-Emergency Center- Pflugerville	18917 Limestone Commercial Dr	Pflugerville	TX	78660
HIGHLAND PARK EMERGENCY ROOM	5150 LEMMON AVENUE	DALLAS	TX	75209
HMHP- ST. ELIZABETH EMERGENCY & DIAGNOSTIC CENTER	6252 MAHONING AVENUE	AUSTINTOWN	OH	44515
HMHP- ST. JOSEPH EMERGENCY & DIAGNOSTIC CENTER	476 SOUTH MAIN STREET	ANDOVER	OH	44003
HUBER EMERGENCY HEALTH
CENTER (KETTERING HEALTH NETWORK AFFILIATE)	8701 OLD TROY PIKE	HUBER HEIGHTS	OH	45429
KATY EMERGENCY	24433 KATY FREEWAY	KATY	TX	77493
LEGACY ER	1310 W Exchange Pkwy	Allen	TX	75013
LEGACY ER	9205 LEGACY DRIVE	FRISCO	TX	75034
MEMORIAL EMERGENCY CENTER	14520 MEMORIAL DRIVE SUITE 22	HOUSTON	TX	77079
MEMORIAL HEALTH SYSTEM- FREESTANDING ED-BELPRE MEDICAL CAMPUS	FARSON STREET	BELPRE	OH	45714
MEMORIAL HEIGHTS EMERGENCY CENTER	4000 WASHINGTON AVENUE, SUITE 100	HOUSTON	TX	77007
Memorial Hermann-24 Hour Emergency Care- FSER	9950 Woodlands Pkwy	Spring	TX	77382

MERCY FREESTANDING EMERGENCY ROOM	12473 ECKEL JUNCTION ROAD	PERRYSBURG	OH	43551
MERCY HEALTH’S FREESTANDING
EMERGENCY ROOM- HARRISON MEDICAL CENTER	10450 NEW HAVEN ROAD	HARRISON	OH	45030
MERCY HEALTH’S FREESTANDING EMERGENCY ROOM- MT. ORAB MERCY HEALTH’S FREESTANDING	154 HEALTH PARTNERS CIRCLE	MT. ORAB	OH	45154
EMERGENCY ROOM- ROOKWOOD MEDICAL CENTER	4100 EDWARDS ROAD	NORWOOD	OH	45208
Methodist Hospital System-Emergency Care Center Kirby	2615 Southwest Freeway	Houston	TX	77098
Methodist Hospital System- FSER- Pearland	11525 BROADWAY	PEARLAND	TX	77584
MIAMI VALLEY HOSPITAL-
JAMESTOWN EMERGENCY CENTER	4940 COTTONVILLE ROAD	JAMESTOWN	OH	45335
NEIGHBORS EMERGENCY CENTER	11130 Broadway	Pearland	TX	77584
NEIGHBORS EMERGENCY CENTER	7215 Fairmont Pkwy	Pasadena	TX	77505
NEIGHBORS EMERGENCY CENTER	1120 KINGWOOD DRIVE, SUITE 100	KINGWOOD	TX	77339
NEIGHBORS EMERGENCY CENTER	6051 GARTH ROAD, SUITE 100	BAYTOWN	TX	77521
NEIGHBORS EMERGENCY CENTER	1801 E. 51st Street	Austin	TX	78723
NEIGHBORS EMERGENCY CENTER	6030 S. RICE AVENUE	HOUSTON	TX	77081
NEIGHBORS EMERGENCY CENTER/Oakbend Medical Ctr-Grand Parkway	7830 West Grand Parkway South	Richmond	TX
NEIGHBORS EMERGENCY CENTER		Beaumont	TX
North Cypress Emergency Room-Fry Road Campus (Hwy 290)	26271 Northwest Freeway	Cypress	TX
North Cypress Emergency Room- Willowbrook Campus (249/Tomball Pkwy)	22475 Tomball Parkway	Houston	TX
NORTH PEORIA EMERGENCY CENTER	26900 N. LAKE PLEASANT PARKWAY	PEORIA	AZ	85383

OHIOHEALTH- EMERGENCY CARE- WESTERVILLE MEDICAL CAMPUS	300 POLARIS PARKWAY	WESTERVILLE	OH	43082
PARKVIEW- PUEBLO WEST	899 E. INDUSTRIAL BLVD	PUEBLO WEST	CO	81007
PHYSICIANS ER (OPTIMUM ER)	4524 RESEARCH FOREST DRIVE	THE WOODLANDS	TX	77381
PHYSICIANS ER CONROE	4019 INTERSTATE 45 NORTH	CONROE	TX	77304
PHYSICIANS ER- Huntsville (Mid 2013)	504 I-45 South	Huntsville	TX	77340
PHYSICIANS ER- Lake Area	18057 Highway 105 West	Montgomery	TX	77356
PHYSICIANS ER- Wallisville	6191 East Sam Houston Pkwy	Houston	TX	77049
PREFERRED EMERGENCY ROOM	8901 FM 1960 BYPASS RD STE 105	HUMBLE	TX	77338
PRIORITY EMERGENCY ROOM - KATY	23114 SEVEN MEADOWS PARKWAY	KATY	TX	77494
PRIORITY EMERGENCY ROOM - THE WOODLANDS LLC	3759 FM 1488	THE WOODLANDS	TX	77382
RIVER OAKS EMERGENCY CENTER	2320 SOUTH SHEPHERD	HOUSTON	TX	77019
SACRED HEART EMERGENCY CENTER	9774 KATY FREEWAY, SUITE 500	HOUSTON	TX	77055
SPHIER EMERGENCY ROOM	8721 Highway 6	Missouri City	TX
SPHIER EMERGENCY ROOM	1560 SOUTH MASON ROAD, SUITE E	KATY	TX	77450
SPHIER EMERGENCY ROOM	1408 CAMPBELL DRIVE	IRONTON	OH	45638
St. Joseph Regional Health Center- Bryan Emergency Center	2801 Franciscan Drive	Bryan	TX
St. Joseph Regional Health Center- College Station Emergency Center	4411 Hwy 6 South	College Station	TX
St. Luke’s Episcopal Health System- Community Emergency Center- Pearland	11713 Shadow Creek Parkway	Pearland	TX
St. Luke’s Episcopal Health System- Community Emergency Center- Holcombe	2727 West Holcombe Blvd	Houston	TX
St. Luke’s Episcopal Health System- Community Emergency Center-San Felipe	6363 San Felipe St	Houston	TX

ST. MICHAEL S EMERGENCY ROOM	9000 WESTHEIMER	HOUSTON	TX	77063
ST. MICHAEL S EMERGENCY ROOM	16062 SOUTHWEST FREEWAY	SUGAR LAND	TX	77479
ST. MICHAEL S EMERGENCY ROOM	26226 I-45 NORTH	SPRING	TX	77086
SUMMA HEALTH CENTER AT LAKE MEDINA	3780 MEDINA ROAD	MEDINA	OH	44256
SUMMA HEALTH CENTER EMERGENCY ROOM AT GREEN	1825 FRANKS PARKWAY	UNIONTOWN	OH	44685
SW GENERAL- BRUNSWICK MEDICAL CENTER & ER	4065 CENTER ROAD	BRUNSWICK	OH	44212
TELLURIDE MEDICAL CENTER	500 W PACIFIC AVE	TELLURIDE	CO	81435
Tenet Health Network- Lake Pointe- Forney	757 E. State Highway 80	Forney	TX
Tenet Health Network- Lake Pointe- Wylie	2300 FM 544	Wylie	TX
Tenet Health Network-Cy-Fair Emergency & Imaging- at 290	27126 Highway 290	Cypress	TX
Tenet Health Network-Cy-Fair Emergency & Imaging- at Barker Cypress	7015 Barker Cypress	Cypress	TX
TEXAS EMERGENCY CARE CENTER - ATASCOCITA	19143 WEST LAKE HOUSTON PARKWAY	HUMBLE	TX	77346
TEXAS EMERGENCY CARE CENTER - CYPRESS	17255 SPRING CYPRESS ROAD SUITE A	CYPRESS	TX	77429
TEXAS EMERGENCY CARE CENTER - PEARLAND	3115 DIXIE FARM ROAD, SUITE 107	PEARLAND	TX	77581
THE EMERGENCY ROOM AT KATY MAIN STREET	25765 KATY FREEWAY	KATY	TX	77494
THR- Burleson (has 24/7 Stand Alone ER)	2750 SW Wilshire Blvd	Burleson	TX
THR- NORTH ROCKWALL ER	2265 N. LAKESHORE DRIVE	ROCKWALL	TX	75087
TRIHEALTH- BETHESDA ARROW SPRINGS	100 ARROWS SPRINGS BLVD	LEBANON	OH	45036
TRIHEALTH- GOOD SAMARITAN- WESTERN RIDGE	6949 GOOD SAMARITAN DRIVE	CINCINNATI	OH	45247

Trinity Healthcare Network 2920 ER LLC	6225 FM 2920, SUITE 150	SPRING	TX	77379
UNIVERSITY OF COLORADO- GREELEY EMERGENCY CENTER	6906 10TH STREET	GREELEY	CO	80634
WEST VALLEY EMERGENCY CENTER	525 S. WATSON ROAD	BUCKEYE	AZ	85326
WOODLANDS EMERGENCY CENTER	10710 KUYKENDAHL	THE WOODLANDS	TX	77381

Schedule 1.01B

Certain Add-Backs to Consolidated EBITDA

Pre-Opening Expenses:

	Expenses as of 9/30/13 for the
Facility	consecutive 12-month period then ended
Austin Arboretum	$	275,398.13
Colorado Springs Powers	$	467,712.43
Flower Mound	$	230,164.10
Katy	$	303,700.40
Total	$	1,276,975.06

Schedule 2.01

Commitments and Applicable Percentages

	Revolving		Revolving		Term Loan		Term Loan		Delayed Draw Term		Delayed Draw Term
	Commitment		Commitment		Commitment		Commitment		Loan Commitment		Loan Commitment
Lender	Amount		Percentage		Amount		Percentage		Amount		Percentage
Fifth Street Finance Corp.	$	10,000,000	100.000000000	%	$	75,000,000	100.000000000	%	$	165,000,000	100.000000000	%

Totals:	$	10,000,000	100.000000000	%	$	75,000,000	100.000000000	%	$	165,000,000	100.000000000	%

Schedule 6.05(b)

Financial Statements

None.

Schedule 6.13

Subsidiaries

NAME OF ENTITY	JURISDICTION OF ORGANIZATION	OWNERSHIP

AJNH Medical Center LLC	TX	100% First Choice ER, LLC
Allen Bethany Medical Center LLC	TX	100% First Choice ER, LLC
Alvin Medical Center LLC	TX	100% First Choice ER, LLC
Anthem Medical Center LLC	TX	100% First Choice ER, LLC
Arvada Ralston Medical Center LLC	TX	100% First Choice ER, LLC
Austin Brodie Medical Center LLC	TX	100% First Choice ER, LLC
Basswood Medical Center LLC	TX	100% First Choice ER, LLC
Bella Terra Medical Center LLC	TX	100% First Choice ER, LLC
Briar Forest-Eldridge Medical Center LLC	TX	100% First Choice ER, LLC
Briargate Medical Center LLC	TX	100% First Choice ER, LLC
Broomfield Huron Medical Center LLC	TX	100% First Choice ER, LLC
Cedar Hill Medical Center LLC	TX	100% First Choice ER, LLC
Center Street DP Medical Center LLC	TX	100% First Choice ER, LLC
Chandler Germann Medical Center LLC	TX	100% First Choice ER, LLC
Chandler Ocotillo Medical Center LLC	TX	100% First Choice ER, LLC
Colleyville Medical Center LLC	TX	100% First Choice ER, LLC
Colonial Lakes Medical Center LLC	TX	100% First Choice ER, LLC
Colorado Conjugate, P.C.	CO	100% James M. Muzzarelli, M.D.
Colorado Springs Meadowgrass Medical Center LLC	TX	100% First Choice ER, LLC
Commerce City Medical Center LLC	TX	100% First Choice ER, LLC
Conjugate Health PLLC	TX	100% James M. Muzzarelli, M.D.
Conroe Medical Center LLC	TX	100% First Choice ER, LLC
Copperwood Medical Center LLC	TX	100% First Choice ER, LLC
Culebra-Tezel Medical Center LLC	TX	100% First Choice ER, LLC
Denver West Medical Center LLC	TX	100% First Choice ER, LLC
Eagles Nest Medical Center LLC	TX	100% First Choice ER, LLC
East Pflugerville Medical Center LLC	TX	100% First Choice ER, LLC
ECC Management, LLC	TX	100% First Choice ER, LLC
Falcon Medical Center LLC	TX	100% First Choice ER, LLC
FCER Management, LLC	TX	100% First Choice ER, LLC
Firestone Medical Center LLC	TX	100% First Choice ER, LLC
First Choice AIV Holding LLC	DE	100% First Choice ER, LLC
FM Crossing Medical Center LLC	TX	100% First Choice ER, LLC
Fountain Medical Center LLC	TX	100% First Choice ER, LLC
Friendswood Medical Center LLC	TX	100% First Choice ER, LLC
Frisco Preston Medical Center LLC	TX	100% First Choice ER, LLC
Garland Shiloh Medical Center LLC	TX	100% First Choice ER, LLC
Gilbert Medical Center LLC	TX	100% First Choice ER, LLC
Gleannloch Farms Medical Center LLC	TX	100% First Choice ER, LLC
Glendale Medical Center LLC	TX	100% First Choice ER, LLC
Goodyear Medical Center LLC	TX	100% First Choice ER, LLC
Green Valley Medical Center LLC	TX	100% First Choice ER, LLC
Haslet Medical Center LLC	TX	100% First Choice ER, LLC

NAME OF ENTITY	JURISDICTION OF ORGANIZATION	OWNERSHIP
Katy ER Center LLC	TX	100% First Choice ER, LLC
Kingwood Medical Center LLC	TX	100% First Choice ER, LLC
KPTC Medical Center LLC	TX	100% First Choice ER, LLC
Kuykendahl Medical Center LLC	TX	100% First Choice ER, LLC
La Porte Medical Center LLC	TX	100% First Choice ER, LLC
Lakewood Forest Medical Center LLC	TX	100% First Choice ER, LLC
League City Medical Center LLC	TX	100% First Choice ER, LLC
Lewisville Medical Center LLC	TX	100% First Choice ER, LLC
Little Elm FM 423 Medical Center LLC	TX	100% First Choice ER, LLC
Littleton-Bowles Medical Center LLC	TX	100% First Choice ER, LLC
Louetta Medical Center LLC	TX	100% First Choice ER, LLC
Mansfield Walnut Creek Medical Center LLC	TX	100% First Choice ER, LLC
Matlock Medical Center LLC	TX	100% First Choice ER, LLC
Mesquite Town East Medical Center LLC	TX	100% First Choice ER, LLC
Mid-Collin County Medical Center LLC	TX	100% First Choice ER, LLC
North Dallas Tollway Medical Center LLC	TX	100% First Choice ER, LLC
North Powers Medical Center LLC	TX	100% First Choice ER, LLC
OPFree Licensing LP	TX	1% (GP) ECC Management, LLC 99% (LP) First Choice ER, LLC
OpFree RE Investments, Ltd.	TX	1% (GP) ECC Management, LLC 99% (LP) First Choice ER, LLC
OpFree, LLC	TX	100% First Choice ER, LLC
Parker-Lincoln Medical Center LLC	TX	100% First Choice ER, LLC
Pearland 518 Medical Center LLC	TX	100% First Choice ER, LLC
Pearland Parkway Medical Center LLC	TX	100% First Choice ER, LLC
Pearland Sunrise Medical Center LLC	TX	100% First Choice ER, LLC
Pflugerville Medical Center LLC	TX	100% First Choice ER, LLC
Phoenix Mountain Parkway Medical Center LLC	TX	100% First Choice ER, LLC
Plano ERCare Center LLC	TX	100% First Choice ER, LLC
Richardson Mimosa Medical Center LLC	TX	100% First Choice ER, LLC
San Antonio Nacogdoches Medical Center LLC	TX	100% First Choice ER, LLC
Sienna Plantation Medical Center LLC	TX	100% First Choice ER, LLC
South Green Oaks Medical Center LLC	TX	100% First Choice ER, LLC
Spanish Oaks Medical Center LLC	TX	100% First Choice ER, LLC
SSH Medical Center LLC	TX	100% First Choice ER, LLC
Sterling Ridge Medical Center LLC	TX	100% First Choice ER, LLC
Surprise Medical Center LLC	TX	100% First Choice ER, LLC
Tallyn’s Reach Medical Center LLC	TX	100% First Choice ER, LLC
Texas City Medical Center LLC	TX	100% First Choice ER, LLC
Thornton 136th Medical Center LLC	TX	100% First Choice ER, LLC
Wadsworth-Belleview Medical Center LLC	TX	100% First Choice ER, LLC
Waterside Medical Center LLC	TX	100% First Choice ER, LLC
WC Medical Center LLC	TX	100% First Choice ER, LLC
WCB Medical Center LLC	TX	100% First Choice ER, LLC
Westwood Village Medical Center LLC	TX	100% First Choice ER, LLC
Wilderness-Hardy Oak Medical Center LLC	TX	100% First Choice ER, LLC
Wylie Medical Center LLC	TX	100% First Choice ER, LLC

Schedule 6.17

IP Rights

Registrations:

File

Serial

Registration

Company

Type

Mark

Date

Number

Date

Number

OpFree Licensing LP

Trademark

FIRST CHOICE EMERGENCY ROOM & Design

5/26/05

78/638,181

2/24/09

3,581,689

OpFree Licensing LP

Trademark

FIRST CHOICE EMERGENCY ROOM...IT’S ABOUT TIME

6/24/05

78/657,596

5/13/08

3,428,203

OpFree Licensing LP

Trademark

REAL ER. REAL FAST.

7/3/12

85/668,099

3/26/13

4,308,259

Pending Applications:

			File	Serial	Published for
Company	Type	Mark	Date	Number	Opposition Date
OpFree Licensing LP	Trademark Application	WHAMBULANCE!	10/25/12	85/763,253	11/12/13

Schedule 6.20-1

Locations of Real Property

Property Address	Company Name	Owned orLeased
2624 Long Prairie Rd. Flower Mound, TX 75022	OpFree RE Investments, Ltd.	Owned
2710 Western Center Blvd. Fort Worth, TX 76131	OpFree RE Investments, Ltd.	Owned
3016 Marina Bay League City, TX 77573	League City Medical Center LLC	Owned
2941 S. Lake Vista, Suite 200, Lewisville, TX 75067	First Choice ER, LLC	Leased
2401 Preston Rd., Ste D Plano, TX 75093	Plano ERCare Center, L.P. (now Plano ERCare Center LLC)	Leased
211 E FM 544, Ste 401 Murphy, TX 75094	Mid-Collin County Medical Center, Ltd. (now Mid-Collin County Medical Center LLC)	Leased
2612 Long Prairie Rd. Flower Mound, TX 75022	ECC Management, LLC	Leased
10333 Kuykendahl, Ste B The Woodlands, TX 77382	Sterling Ridge Medical Center, Ltd. (now Sterling Ridge Medical Center LLC)	Leased
21301 Kuykendahl, Ste A Spring, TX 77379	Kuykendahl Medical Center, Ltd. (now Kuykendahl Medical Center LLC)	Leased
5324 Atascocita Rd., Ste T Humble, TX 77346	Eagles Nest Medical Center, Ltd. (now Eagles Nest Medical Center LLC)	Leased
1851 Pearland Pkwy, Ste Z Pearland, TX 77581	Pearland Parkway Medical Center, Ltd. (now Pearland Parkway Medical Center LLC)	Leased
10130 Louetta Rd., Ste L Houston, TX 77070	Louetta Medical Center, Ltd. (now Louetta Medical Center LLC)	Leased
3033 Marina Bay Dr., Ste 100 League City, TX 77573	SSH Medical Center, Ltd. d/b/a First Choice Emergency Room (now SSH Medical Center LLC)	Leased
2158 Northpark Dr. Houston, TX 77339	Kingwood Medical Center, Ltd. d/b/a First Choice Emergency Room (now Kingwood Medical Center LLC)	Leased

9740 Barker Cypress, Ste 108 Houston, TX 77433	Copperwood Medical Center, Ltd. d/b/a First Choice Emergency Room (now Copperwood Medical Center LLC)	Leased
15100 FM Rd 1825 Pflugerville, TX 78660	Pflugerville Medical Center, Ltd. d/b/a First Choice Emergency Room (now Pflugerville Medical Center LLC)	Leased
10407 Jollyville Rd. Austin, TX 78759	AJNH Medical Center LLC	Leased
5401 Basswood Rd. Fort Worth, TX 76137	Basswood Medical Center LLC	Leased
2650 Flower Mound Rd. Flower Mound, TX 75028	FM Crossing Medical Center LLC	Leased
1510 S. Mason Rd. Katy, TX 77450	Katy ER Center LLC	Leased
2770 N. Powers Blvd. Colorado Springs, CO 80922	North Powers Medical Center LLC	Leased
9312 Brodie Ln. Austin, TX 78749	Austin Brodie Medical Center LLC	Leased
2800 Little Elm Pkwy. Little Elm, TX 75068	Little Elm FM 423 Medical Center LLC	Leased
13434 Nacogdoches Rd. San Antonio, TX 78217	San Antonio Nacogdoches Medical Center LLC	Leased

Schedule 6.20-2

Location of Chief Executive Office; Taxpayer Identification Number, Etc.

Chief Executive Office

2941 S. Lake Vista, Suite 200,

Lewisville, TX 75067

Taxpayer and Organizational Identification Numbers

NAME OF ENTITY	STATE FILE NO.	FEIN
First Choice ER, LLC	801388991	27-5348156
AJNH Medical Center LLC	801566924	36-4729524
Austin Brodie Medical Center LLC	801786539	61-1713294
Basswood Medical Center LLC	801564359	80-0800093
Copperwood Medical Center LLC	801633857	84-1697403
Eagles Nest Medical Center LLC	801633806	04-3847518
ECC Management, LLC	800424150	16-1711879
FM Crossing Medical Center LLC	801564334	80-0802669
Katy ER Center LLC	801564371	45-2583773
Kingwood Medical Center LLC	801633883	80-0684495
Kuykendahl Medical Center LLC	801633748	34-2028269
League City Medical Center LLC	801807235	36-4766358
Little Elm FM 423 Medical Center LLC	801759714	61-1709134
Louetta Medical Center LLC	801633861	74-3178584
Mid-Collin County Medical Center LLC	801633855	80-0523843
North Powers Medical Center LLC	801564357	35-2441856
OPFree Licensing LP	800462559	01-0831027
OpFree RE Investments, Ltd.	800446975	06-1740727
Pearland Parkway Medical Center LLC	801633753	51-0576704
Pflugerville Medical Center LLC	801633780	45-2552050
Plano ERCare Center LLC	801633882	90-0249092
San Antonio Nacogdoches Medical Center LLC	801807178	80-0937326
SSH Medical Center LLC	801633762	77-0666943
Sterling Ridge Medical Center LLC	801633831	16-1711883
WC Medical Center LLC	801633859	56-2673665

Schedule 6.20-3

Changes in Legal Name, State of Formation and Structure

Mergers, Consolidations and Changes in Structure:

Acquisition of First Choice ER, LLC and its subsidiaries by First Choice AIV Holding LLC pursuant to that certain Securities Purchase Agreement dated as of September 30, 2011 by and among First Choice AN Holding LLC, as the purchaser, First Choice ER, LLC and Dr. Jacob J. Novak and L. Richard Covert, as the sellers.

Changes of Legal Names:

NAME OF ENTITY	FORMER NAME	DATE OF CHANGE
Copperwood Medical Center LLC	Copperwood Medical Center, Ltd.	July 31, 2012
Eagles Nest Medical Center LLC	Eagles Nest Medical Center, Ltd.	July 31, 2012
Kingwood Medical Center LLC	Kingwood Medical Center, Ltd.	July 31, 2012
Kuykendahl Medical Center LLC	Kuykendahl Medical Center, Ltd.	July 31, 2012
Louetta Medical Center LLC	Louetta Medical Center, Ltd.	July 31, 2012
Mid-Collin County Medical Center LLC	Mid-Collin County Medical Center, Ltd.	July 31, 2012
OPFree Licensing LP	OpFree Licensing, Ltd.	June 6, 2012
Pearland Parkway Medical Center LLC	Pearland Parkway Medical Center, Ltd.	July 31, 2012
Pflugerville Medical Center LLC	Pflugerville Medical Center, Ltd.	July 31, 2012
Plano ERCare Center LLC	Plano ERCare Center, LP	July 31, 2012
SSH Medical Center LLC	SSH Medical Center, Ltd.	July 31, 2012
Sterling Ridge Medical Center LLC	Sterling Ridge Medical Center, Ltd.	July 31, 2012
WC Medical Center LLC	WC Medical Center, Ltd.	July 31, 2012

Schedule 8.01

Liens Existing on the Closing Date

2624 Long Prairie Road, Flower Mound, TX

1. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed herein or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed.

2. Restrictive covenants recorded in Cabinet T, Page 187 Plat Records, Denton County, Texas, Volume 4144, Page 695 and Volume 4200, Page 164, Real Property Records of Denton County, Texas.

3. Reservation of undivided interest in oil, gas and other minerals as set forth in Warranty Deed, dated February 2, 1951, recorded February 3, 1951, in Volume 367, Page 354 of the Official Records of Denton County, Texas.

4. Reservation of undivided interest in oil, gas and other minerals as set forth in Warranty Deed, dated May 4, 1951, recorded May 8, 1951, in Volume 370, Page 196 of the Official Records of Denton County, Texas.

5. Covenants, conditions, obligations, restrictions, easements, charges and liens as set forth in that certain Declaration of Protective Covenants for Chaparral Cove Office Park Flower Mound, Texas, dated July 6, 1998, recorded July 31, 1998, in Volume 4144, Page 695, as amended by that certain First Amendment to Declaration of Protective Covenants for Chaparral Cove Office Park Flower Mound, Texas, dated October 19, 1998, recorded October 28, 1998, in Volume 4200, Page 164, all in the Real Property Records of Denton County, Texas.

2710 Western Center Boulevard, Fort Worth, TX

2. Restrictive covenants recorded in Cabinet A, Slide 11504 and Cabinet A, Slide 12025 Plat Records, Tarrant County, Texas, and under Clerk’s File No. D207231979, Deed Records of Tarrant County, Texas.

3. Memorandum of Oil, Gas and Lease, dated June 8, 2004, by and between Heatley Properties, Inc., as Lessor, and Antero Resources I, LP, as Lessee, recorded June 28, 2004, under Clerk’s File No. D204199888 of the Official Records of Tarrant County, Texas.

4. Memorandum of Oil, Gas and Lease, dated July 2, 2004, by and between TRBP Limited, as Lessor, and Antero Resources I, LP, as Lessee, recorded July 16, 2004, under Clerk’s File No. D204223158 of the Official Records of Tarrant County, Texas.

5. Reservation of all oil, gas, hydrocarbons and minerals as set forth in that Special Warranty Deed, dated March 10, 2006, recorded March 15, 2006, under Clerk’s File No. D206076410 of the Official Records of Tarrant County, Texas.

6. Reservation of all oil, gas, and other minerals and mineral rights as set forth in that Special Warranty Deed with Vendor’s Lien, dated July 11, 2007, recorded July 17, 2007, under Clerk’s File No. D207249243 of the Official Records of Tarrant County, Texas.

Schedule 8.02

Investments Existing on the Closing Date

1. The Borrower advances funds to Thomas S. Hall, as Chief Executive Officer of the Borrower, to pay for a corporate apartment. The amount of this advance is to be deducted from any bonus payable by the Borrower to Thomas S. Hall. The balance owed by Thomas S. Hall to the Borrower as of September 30, 2013 is $21,033.

2. The Borrower advanced funds to Thomas S. Hall, as Chief Executive Officer of the Borrower, to purchase equity interests. The balance owed by Thomas S. Hall to the Borrower as of September 30, 2013 is $150,000.

3. The Borrower and ECC Management, LLC own the Equity Interests that they are listed as owning in Schedule 6.13.

Schedule 8.03

Indebtedness Existing on the Closing Date

None.

Schedule 11.02

Certain Addresses for Notices

1. LOAN PARTIES:

All Borrowers and Guarantors:

First Choice ER, LLC

2941 S. Lake Vista, Suite 200

Lewisville, TX 75067

Telephone: (972) 899-6158

Attn: Tim Fielding, Chief Financial Officer

AND

Sterling Partners

1033 Skokie Blvd., Suite 600

Northbrook, IL 60062

Attn: Office of General Counsel

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

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, NY 10020

Attn: Gregory Ruback, Esq.

Telephone: (212) 335-4752

Facsimile: (212) 884-8682

2. ADMINISTRATIVE AGENT:

For payments and Requests for Credit Extensions:

Fifth Street Finance Corp., as Administrative Agent

10 Bank Street, 12th Floor

White Plains, NY 10606

Attention: General Counsel

Telephone: (914) 286-6800

Facsimile: (914) 328-4214

Wiring Instructions:

U.S. Bank, N.A.

60 Livingston Avenue

St. Paul, MN 55107-2292

ABA: 091000022

DDA: 1047-9061-7831

Ref: Fifth Street Finance Corp. #145762-703

For all other notices:

Fifth Street Finance Corp., as Administrative Agent

10 Bank Street, 12th Floor

White Plains, NY 10606

Attention: General Counsel

Telephone: (914) 286-6800

Facsimile: (914) 328-4214

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

Proskauer Rose LLP

One International Place

Boston, MA 02110

Attention: Gary J. Creem, Esq.

Telephone: (617) 526-9637

Facsimile: (617) 526-9600

Electronic Mail: gcreem@proskauer.com

EX-10.4 6 a2220259zex-10_4.htm EX-10.4

Exhibit 10.4

MASTER FUNDING AND DEVELOPMENT AGREEMENT

BETWEEN

MPT OPERATING PARTNERSHIP, L.P.

(“MPT”)

AND

FIRST CHOICE ER, LLC

(“FIRSTCHOICE”)

DATED AS OF JUNE 11, 2013

ARTICLE I DEFINED TERMS		2

1.1.	Certain Defined Terms	2
1.2.	Interpretation; Terms Generally	9

ARTICLE II FUNDING AND DEVELOPMENT		9

2.1.	Funding and Development	9
2.2.	Selection of Real Properties	10
2.3.	Commitment Fee	10

ARTICLE III PURCHASE AND SALE OF ASSETS; PURCHASE PRICE		11

3.1.	Purchase and Sale of Assets	11
3.2.	No Assumption of Liabilities	12
3.3.	Project Purchase Price	12
3.4.	Taxes, Rentals, Utilities	12

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FIRSTCHOICE PARTIES		13

4.1.	Organization	13
4.2.	Authorization; Enforcement	13
4.3.	Absence of Conflicts	14
4.4.	Consents and Approvals	14
4.5.	Financial Statements	14
4.6.	No Undisclosed Liabilities; Guaranties	15
4.7.	Absence of Changes	15
4.8.	Reserved	15
4.9.	Taxes	15
4.10.	Litigation	16
4.11.	Contracts, Obligations and Commitments	16
4.12.	Permits	17
4.13.	Compliance with Law	17
4.14.	Brokers	17
4.15.	Agreements with Affiliates and Certain Other Persons	17
4.16.	Patriot Act Compliance	17
4.17.	Representations Complete	18

ARTICLE V REPRESENTATIONS AND WARRANTIES BY MPT		18

5.1.	Organization	18
5.2.	Authorization; Enforcement, Absence of Conflicts	18

5.3.	Binding Agreement	19
5.4.	Litigation	19
5.5.	Brokers	19
5.6.	Compliance with Law	19
5.7.	Patriot Act Compliance	19
5.8.	Representations Complete	20

ARTICLE VI PRE-CLOSING COVENANTS		20

6.1.	No Shop	20
6.2.	Access; Confidentiality	20
6.3.	Schedule Updates	21
6.4.	Conduct of Business by FirstChoice Parties	22
6.5.	Cooperation	23
6.6.	Regulatory and other Authorizations, Notices and Consents	23
6.7.	Mutual Covenants	23

ARTICLE VII CLOSING CONDITIONS		23

7.1.	Conditions to the Obligations of FirstChoice	23
7.2.	Conditions to the Obligations of MPT	24

ARTICLE VIII CLOSINGS		25

8.1.	Applicable Closing Dates	25
8.2.	FirstChoice Parties’ Closing Date Deliverables	26
8.3.	MPT Parties’ Closing Date Deliverables	28

ARTICLE IX TERMINATION		28

9.1.	Termination	28
9.2.	Notice and Effect	29

ARTICLE X CERTAIN POST-CLOSING COVENANTS		29

10.1.	HIPAA Compliance	29
10.2.	Post-Closing Access to Information	29
10.3.	Real Estate Contract Indemnification	29
10.4.	Joinder of New Projects	30

ARTICLE XI INDEMNIFICATION		30

11.1.	FirstChoice Parties’ Agreement to Indemnify	30
11.2.	MPT’s Agreement to Indemnify	31
11.3.	Notification and Defense of Claims	32
11.4.	Investigations	33

11.5.	Exclusive Remedy	33

ARTICLE XII DISPUTE RESOLUTION		33

12.1.	Governing Law	33
12.2.	Jurisdiction and Venue	34
12.3.	Waiver of Jury Trial	34

ARTICLE XIII MISCELLANEOUS		35

13.1.	Assignment	35
13.2.	Notice	35
13.3.	Calculation of Time Period	36
13.4.	Captions	36
13.5.	Entire Agreement; Modification	36
13.6.	Schedules and Exhibits	37
13.7.	Further Assurances	37
13.8.	Counterparts	37
13.9.	Expenses	37
13.10.	Public Announcements	37
13.11.	Right to Specific Performance	38
13.12.	Binding Effect; No-Third Party Beneficiaries	38
13.13.	Construction	38
13.14.	Joint and Several Obligations	38

iii

Note: Material has been omitted from this agreement pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. Material omitted has been replaced with a bracketed asterisk (“[*]”).

MASTER FUNDING AND DEVELOPMENT AGREEMENT

THIS MASTER FUNDING AND DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as of June 11, 2013 by and between MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“MPT”); and FIRST CHOICE ER, LLC, a Texas limited liability company (“FirstChoice”).

W I T N E S S E T H:

WHEREAS, FirstChoice is in the business of owning, operating and managing freestanding emergency room facilities (such business together with all related activities incident thereto, the “Business”);

WHEREAS, FirstChoice and MPT are parties to that certain Letter of Intent dated as of October 17, 2012 (the “Letter of Intent”);

WHEREAS, the Parties intend that this Agreement shall address the future acquisition, funding, development and leasing of New Projects (as herein defined);

WHEREAS, the parties desire to provide for (a) the acquisition by affiliates of MPT (each, an “MPT Lessor”) of each Real Property (as herein defined) from the applicable Unrelated Seller (as herein defined); (b) the addition of each Real Property and the to-be constructed Improvements (as defined herein) to the Master Lease (as herein defined) and the leasing of the same to affiliates of FirstChoice (each, a “FirstChoice Lessee”) thereunder; (c) the funding and development of each New Project (as herein defined) pursuant to a Project Development Agreement (as herein defined), with the applicable MPT Lessor having the responsibility to provide the funding for, and the applicable FirstChoice Lessee and any applicable developer (each, a “Developer”) being responsible for the oversight and supervision of, the development and construction of the to-be constructed Improvements necessary for the operation of each Facility (as herein defined), in each case upon the terms and conditions hereafter set forth;

WHEREAS, it is the desire and intent of the parties that all obligations of FirstChoice and the other FirstChoice Parties (as herein defined) under and in accordance with this Agreement, on the one hand, and the obligations of the FirstChoice Parties under the Master Lease, the Project Development Agreements and the other FirstChoice Instruments (as herein defined) and any and all other instruments and agreements now or hereafter executed by FirstChoice and other FirstChoice Parties in connection with any of the foregoing, on the other hand, shall be cross-defaulted, cross-guaranteed and cross-collateralized; and

WHEREAS, as security for certain obligations under the Master Lease, the Project Development Agreements and the other agreements entered into in connection therewith, FirstChoice has agreed to guarantee certain of such obligations pursuant to the Guaranty (as herein defined).

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINED TERMS

1.1. Certain Defined Terms. Capitalized terms used herein shall have the respective meanings ascribed to them in this Section 1.1.

“Affiliate” means with respect to any Person (a) any Person that, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any other Person that owns, beneficially, directly or indirectly, 10% or more of the outstanding capital stock, shares or equity interests of such Person, or (c) any officer, director, employee, partner, member, manager or trustee of such Person or any Person controlling, controlled by or under common control with such Person (excluding trustees and persons serving in similar capacities who are not otherwise an Affiliate of such Person). For the purposes of this definition, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities or otherwise.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Applicable Closing” has the meaning set forth in Section 8.1.

“Applicable Closing Date” has the meaning set forth in Section 8.1.

“Assets” shall have the meaning set forth in Section 3.1.

“Balance Sheets” has the meaning set forth in Section 4.5.

“BOA” means Bank of America, N.A.

“Business” has the meaning set forth in the recitals hereof.

“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday observed by the federal government of the United States, nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.

“Claim” has the meaning set forth in Section 4.11(a).

“Closing Costs” shall mean the actual out-of-pocket costs and expenses incurred by FirstChoice, MPT and/or their respective Affiliates in connection with the acquisition of each Real Property, including without limitation, transfer taxes, title and survey costs, escrow fees,

attorneys’ fees, brokerage commissions and fees of third party consultants, provided that any of the foregoing included in the definition of Pursuit Costs shall not be included.

“Commitment Fee” has the meaning set forth in Section 2.3.

“Commitment Period” has the meaning set forth in Section 2.2.

“Confidentiality Agreement” has the meaning set forth in Section 6.2(b).

“Cost Overrun Guaranty” means, in connection with each New Project, that certain Cost Overrun Guaranty in the form of Exhibit A to be executed by FirstChoice in favor of MPT and the applicable MPT Lessor guaranteeing the matters described therein, as the same may be modified, amended or restated from time to time.

“Developer” has the meaning set forth in the recitals hereof.

“Development Contracts” has the meaning set forth in Section 4.11(a).

“Direct Sale Alternative” has the meaning set forth in Section 3.1.

“Earnest Money Deposits” means all deposits of earnest money made by any FirstChoice Party under or pursuant to the Real Estate Contracts.

“Equity Constituents” means, with respect to any Person, as applicable, the members, general or limited partners, shareholders, stockholders or other Persons, however designated, who are the owners of the issued and outstanding equity or ownership interests of such Person.

“Excluded Liabilities” has the meaning set forth in Section 3.2.

“Exclusivity Exception” has the meaning set forth in Section 2.1.

“Expense Deposit” has the meaning set forth in Section 13.9.

“Facility” or “Facilities” means the free-standing emergency care facility to be constructed and operated on each Real Property.

“Final Approval Information” has the meaning set forth in Section 2.2(b).

“Final Closing” has the meaning set forth in Section 8.1.

“Financial Statements” has the meaning set forth in Section 4.5.

“FirstChoice” has the meaning set forth in the preamble hereof.

“FirstChoice Buyer” means the buyer under the Real Estate Contracts.

“FirstChoice Damages” has the meaning set forth in Section 11.2(a).

“FirstChoice Indemnified Parties” has the meaning set forth in Section 11.2(a).

“FirstChoice Indemnity Period” has the meaning set forth in Section 11.2(b).

“FirstChoice Instruments” means this Agreement, the Master Lease, the Project Development Agreement, as well as all documents, agreements and instruments executed by FirstChoice or any other FirstChoice Party which are necessary to give effect thereto.

“FirstChoice Lessees” has the meaning set forth in the recitals hereof.

“FirstChoice Parties” means FirstChoice, FirstChoice Buyer and the FirstChoice Lessees.

“First Closing” means the first Applicable Closing under this Agreement.

“Fixtures” means all permanently affixed equipment, machinery, fixtures, and other items of real property, including all components thereof, now and hereafter located in, on or used in connection with, and permanently affixed to or incorporated into the Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, and built-in vacuum, cable transmission, oxygen and similar systems, all of which, to the greatest extent permitted by law, are hereby deemed by the parties to constitute real estate, together with all replacements, modifications, alterations and additions thereto.

“GAAP” means United States generally accepted accounting principles as in effect from time to time. Any accounting term used herein and not specifically defined herein shall be construed in accordance with GAAP.

“Governing Documents” means, with respect to any Person, as applicable, such Person’s charter, articles or certificate of incorporation, formation or organization, bylaws or other documents or instruments which establish and/or set forth the rules, procedures and rights with respect to such Person’s governance, including, without limitation, any stockholders, limited liability company, operating or partnership agreement related to such Person, in each case as amended, restated, supplemented and/or modified and in effect as of the relevant date.

“Governmental Body” means any United States federal, state or local government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency body or commission, court, tribunal or judicial or arbitral body, in each case of competent jurisdiction, including the Securities and Exchange Commission.

“Guaranty” means that certain Guaranty in the form of Exhibit B, to be executed by FirstChoice in favor of the MPT Parties guaranteeing the matters described therein, as the same may be modified, amended or restated from time to time.

“HIPAA” has the meaning set forth in Section 10.1.

“Improvements” means, with respect to each Real Property, all buildings, improvements, structures and Fixtures located or to be constructed thereon, including, without limitation, landscaping, parking lots and structures, roads, drainage and all above ground and underground

utility structures, equipment systems and other so-called “infrastructure” improvements and any appurtenances thereto.

“Indebtedness” of any Person means, without duplication, (a) all liabilities and obligations, contingent or otherwise, of any such Person: (i) in respect of borrowed money (whether secured or unsecured), (ii) under conditional sale or other title retention agreements relating to property or services purchased and/or sold by such Person, (iii) evidenced by bonds, notes, debentures or similar instruments, (iv) for the payment of money relating to a capitalized lease obligation, (v) evidenced by a letter of credit or a reimbursement obligation of such Person with respect to any letter of credit, (vi) pursuant to any guarantee, or (vii) secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) a Lien on the assets or property of such Person, and (b) all liabilities and obligations of others of the kind described in the preceding clause (a) and otherwise that (i) such Person is responsible or liable for, directly or indirectly, as obligor, guarantor, surety or otherwise, or (ii) which are secured by a Lien on any of the assets or property of such Person.

“Indemnified Party” has the meaning set forth in Section 11.3(a).

“Indemnifying Party” has the meaning set forth in Section 11.3(a).

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the date of the First Closing, between the existing MPT Parties and BOA, as Administrative Agent for itself and other lenders, relating to FirstChoice and its subsidiaries, as the same may be modified, amended or restated from time to time.

“Joinder Agreement” has the meaning set forth in Section 10.4.

“Knowledge,” “to the knowledge” “best knowledge of” or similar words or phrases means, with respect to any Person, such Person’s actual knowledge of a particular fact or matter if (a Person’s “Knowledge Group”), (a) in the case of FirstChoice, the then acting President and Chief Executive Officer, Chief Financial Officer, Chief Development Officer or Vice President of Strategic Initiatives has actual knowledge of such fact or matter, or in the case of MPT, R. Steven Hammer, Executive Vice President and CFO, or Emmett McLean, Executive Vice President and COO, has actual knowledge of such fact or matter; or (b) any of such Person’s Knowledge Group would be expected to discover or otherwise become aware of such fact or matter after conducting a reasonably diligent inquiry.

“Knowledge Group” has the meaning set forth in the definition of Knowledge.

“Law” means any federal, state or local statute, law, rule, regulation, ordinance, order, code, policy or rule of common law, now or hereafter in effect, and in each case as amended, and any judicial or administrative interpretation thereof by a Governmental Body or otherwise, including, without limitation, any judicial or administrative order, consent, writ, decree, determination or judgment.

“Letter of Intent” has the meaning set forth in the recitals hereof.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, lien (statutory or otherwise) or preference, security interest, restriction or other encumbrance of any kind or nature whatsoever.

“Management Agreement” means any property management agreement or similar agreement whereby a Person is engaged to provide management services with respect to a Facility.

“Master Lease” means that certain Master Lease Agreement in substantially the same form as attached hereto as Exhibit C, to be executed by and among the MPT Lessors and the FirstChoice Lessees, as the same may be modified, amended or restated from time to time.

“Material Adverse Effect” means, with respect to any Person, any change, event(s), occurrence(s) or effect(s), whether direct or indirect, that, both before and after giving effect to the transactions contemplated by this Agreement, reasonably would be expected to, individually or in the aggregate, have a material adverse effect on (a) the business, properties, results of operations, assets, revenue, income, prospects or condition (financial or otherwise) of, or the ability to timely satisfy the obligations or liabilities (whether absolute or contingent) of such Person, or (b) the ability of such Person to perform its obligations under, and/or consummate the transactions contemplated by, this Agreement within the time period specified herein. For avoidance of doubt and without limiting the generality of the foregoing, any adverse effect on a Person that results, or that reasonably would be expected to result, in damages or costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) shall constitute a Material Adverse Effect with respect to such Person.

“Material Contracts” has the meaning set forth in Section 4.11(b).

“Maximum Funding Amount” has the meaning set forth in Section 2.1.

“MPT Indemnified Parties” has the meaning set forth in Section 11.1(a).

“MPT Guaranty” means that certain Guaranty in the form of Exhibit D, to be executed by MPT in favor of FirstChoice guaranteeing the MPT Lessors’ funding obligations with respect to the New Projects, as the same may be modified, amended or restated from time to time.

“MPT Lessors” has the meaning set forth in the recitals hereof.

“MPT Parties” means MPT and the MPT Lessors.

“MPT Party Damages” has the meaning set forth in Section 11.1(a).

“MPT Party Indemnity Period” has the meaning set forth in Section 11.1(b).

“New Closing Certificate” has the meaning set forth in Section 7.2(m).

“New Party” has the meaning set forth in Section 10.4.

“New Project” means the acquisition and development of a Real Property as a new Facility in accordance with the terms of this Agreement and the applicable Project Development Agreement.

“Non-Permissible Assignee” has the meaning set forth in Section 13.1.

“OFAC” has the meaning set forth in Section 4.14(a).

“Ordinary Course of Business” means, with respect to any Person, any action that is consistent with the fundamental business model of such Person.

“Partial Assignment” has the meaning set forth in Section 3.1.

“Patriot Act” has the meaning set forth in Section 4.14(a).

“Permitted Exceptions” has the meaning ascribed thereto in the applicable Real Estate Contract with respect to each Real Property.

“Permits” has the meaning set forth in Section 4.12.

“Person” means an individual, a corporation, a limited liability company, a general or limited partnership, an unincorporated association, a joint venture, a Governmental Body or another entity or group.

“Project Development Agreement” means, in connection with each New Project, a Project Funding and Development Agreement in substantially the form attached hereto as Exhibit E, to be executed by and among FirstChoice and the applicable Developer, MPT Lessor and FirstChoice Lessee.

“Project Purchase Price” has the meaning set forth in Section 3.3.

“Pursuit Costs” means, with respect to each Target Property or New Project, the actual and reasonable out-of-pocket costs and expenses incurred by FirstChoice, MPT and/or their respective Affiliates to identify and select a Target Property that is acquired by MPT in accordance with this Agreement, to negotiate a Real Estate Contract therefor and to perform due diligence, including without limitation, title and survey costs, attorneys’ fees and fees of third party consultants. Pursuit Costs shall not include any of the foregoing costs relating to any Target Property that is not acquired by MPT.

“Real Estate Contract” means, in connection with each New Project, a Purchase and Sale Agreement to be executed with an Unrelated Seller for the acquisition of the applicable Real Property and to be delivered to MPT as part of the Final Approval Information.

“Real Property” or “Real Properties” means any parcel of real property (including land, improvements and appurtenances) relating to any New Project which is approved in accordance with Section 2.4 and becomes subject to a Real Estate Contract.

“Special Purpose Entity” means an entity which (a) exists solely for the purpose of leasing all or any portion of a particular Real Property and conducting the operation of a Facility thereon, (b) conducts business only in its own name or under the name “FirstChoice”, (c) does not engage in any business other than the leasing of all or any portion of a particular Real Property and the operation of a Facility with ancillary healthcare or other services or businesses provided thereon, (d) does not hold, directly or indirectly, any ownership interest (legal or equitable) in any entity or any real or personal property other than the leasehold interest which it owns in a particular Real Property and the other assets incident to the operation of a Facility thereon, (e) does not have any debt other than as permitted by the Master Lease or arising in the Ordinary Course of Business and does not guarantee or otherwise obligate itself with respect to the debts of any other Person except as contemplated herein, (f) has its own separate books, records, accounts and financial statements (with no commingling of funds or assets), except the financial statements of the individual FirstChoice Lessees may be consolidated (g) holds itself out as being a company separate and apart from any other entity and (h) maintains all entity formalities independent of any other entity.

“Subordination Agreement” means that certain Subordination Agreement, dated as of the date of the First Closing, among the existing MPT Parties, BOA, as Administrative Agent for itself and other lenders, and FirstChoice, as the same may be modified, amended or restated from time to time.

“Subsidiary” means, with respect to any Person, any Person of which fifty percent (50%) or more of the total voting power of the voting securities is beneficially owned or controlled (as defined in the definition of “Affiliate” above), directly or indirectly, by such Person.

“Target Property” has the meaning set forth in Section 2.2.

“Target Property Notice” has the meaning set forth in Section 2.2.

“Taxes” means any and all taxes (including, without limitation, all roll-back taxes), charges, fees, levies or other assessments, including, without limitation, any and all income, gross receipts, excise, real and personal property (including leaseholds and interests in leaseholds), sales, use, occupation, transfer, license, ad valorem, gains, profits, gift, minimum estimated, alternative minimum, social security, unemployment, disability, premium, recapture, credit, payroll, withholding, severance, stamp, capital stock, value added leasing, franchise and other taxes or similar charges of any kind including any interest and penalties on or additions thereto or attributable to any failure to comply with any requirement regarding any Tax Return (as hereinafter defined) and including any amendment or extension thereof.

“Tax Return” means any return, declaration, filing, report, claim for refund or information return or other statement relating to Taxes (whether filed with or submitted to, or required to be filed with or submitted to, any Governmental Body), including any schedule or attachment thereto.

“Termination Date” has the meaning set forth in Section 9.1.

“Third Party Claim” has the meaning set forth in Section 11.3(b).

“Title Company” has the meaning ascribed thereto in the applicable Real Estate Contract with respect to each Real Property.

“Unrelated Seller” means, in connection with each New Project, the “Seller” under and as defined in the applicable Real Estate Contract.

“Unrelated Seller Claim” has the meaning set forth in Section 10.3.

“Unrelated Seller Damages” has the meaning set forth in Section 10.3.

“Warranties” means all warranties, representations and guaranties with respect to any of the Assets, whether express or implied.

1.2. Interpretation; Terms Generally. The definitions set forth in Section 1.1 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless otherwise indicated, the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “herein”, “hereof and “hereunder” and words of similar import shall be deemed to refer to this Agreement (including the Schedules and Exhibits) in its entirety and not to any part hereof, unless the context shall otherwise require. All references herein to parties, Articles, Sections, Schedules and Exhibits shall be deemed to refer to parties, Articles, Sections and Schedules of, and Exhibits to, this Agreement, unless the context shall otherwise require. Unless the context shall otherwise require, any references to any agreement or other instrument or statute or regulation are to it as amended and supplemented from time to time (and, in the case of a statute or regulation, to any corresponding provisions of successor statutes or regulations). Any reference in this Agreement to a “day” or number of “days” that does not refer explicitly to a “Business Day” or “Business Days” shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day.

ARTICLE II

FUNDING AND DEVELOPMENT

2.1. Funding and Development. Based upon the representations and warranties set forth herein, and subject to the terms and conditions hereof, MPT shall cause the MPT Lessors to fund all hard and soft costs (including the Project Purchase Price, Closing Costs and Pursuit Costs for the Assets and any items with respect to which FirstChoice is responsible pursuant to Section 3.4) relating to the construction of the Improvements relating to up to twenty-five (25) Facilities with a maximum aggregate funding of $100,000,000.00 (the “Maximum Funding Amount”). All funding will be pursuant to the terms of the applicable Project Development Agreement and construction of each Facility shall be completed within approximately fifteen (15) months after the Applicable Closing Date. During the Commitment Period, MPT shall have the sole and exclusive right to finance the acquisition and development of real property for the Business (excluding the leasing of already constructed real property); provided, however, that

(a) if after receiving a Target Property Notice or Final Approval Information MPT rejects or is deemed to have rejected a proposed Target Property; or (b) if the owner of a potential Target Property demands to retain development responsibilities and such requirement is verified to the reasonable satisfaction of MPT, then, in either case, FirstChoice shall be permitted to seek and obtain financing relating thereto from other Persons (the “Exclusivity Exception”).

2.2. Selection of Real Properties.

(a) From the date hereof until the first to occur of (i) December 11, 2014, (ii)the Applicable Closing Date of a Real Property that upon disbursement of the proceeds of the Development Budget (as defined in the form of Project Development Agreement) therefor, the Maximum Funding Amount will have been disbursed, or (iii) the Termination Date (the “Commitment Period”), FirstChoice shall have the right to select parcels of real property for New Projects (each, a “Target Property”). FirstChoice shall provide written notice to MPT identifying each Target Property, together with the information described in the schedule attached hereto as Schedule 2.2(a) (each, an “Initial Target Property Notice”). Within ten (10) Business Days after MPT’s receipt of each Initial Target Property Notice, MPT shall have the right to initially approve or reject such Target Property, which approval shall not be unreasonably withheld or conditioned. If MPT shall fail to initially approve or reject any Target Property within said ten (10) Business Day period, MPT shall be deemed to have rejected such Target Property. FirstChoice Buyer shall have the right to enter into a Real Estate Contract in accordance with subsection (b) below, so long as MPT’s approval is a condition precedent to FirstChoice Buyer’s obligation to acquire the Target Property (which condition precedent may be waived by FirstChoice Buyer if MPT rejects or is deemed to have rejected such Target Property) or FirstChoice Buyer otherwise has the unilateral right to terminate a Real Estate Contract for no consideration.

(b) In connection with each Target Property that has been initially approved by MPT, if a Real Estate Contract has not previously been entered into, FirstChoice shall (i) use its commercially reasonable efforts to cause the applicable FirstChoice Buyer to enter a Real Estate Contract for the purchase thereof, and (ii) shall provide MPT promptly with the additional information (the “Final Approval Information”) described in the schedule attached hereto as Schedule 2.2(b). Within ten (10) Business Days after receipt of the Final Approval Information, MPT shall have the right to determine, which determination shall not be unreasonably withheld or conditioned, if it desires to acquire the Target Party. If MPT shall fail to finally approve or reject such Target Property within said ten (10) Business Day period, then MPT shall be deemed to have rejected such Target Property; provided, however, that if MPT rejects or is deemed to have rejected a Target Property, FirstChoice Buyer, at its option, may proceed to acquire the Target Property with other funds. Provided that MPT approves the Final Approval Information, MPT and FirstChoice shall endeavor in good faith to close such acquisition subject to the terms and conditions of this Agreement and the applicable Real Estate Contract.

2.3. Commitment Fee. In addition to any other amounts required to be paid by FirstChoice hereunder, at the First Closing, FirstChoice shall pay to MPT or its designee a commitment fee in the amount of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the “Commitment Fee”), which Commitment Fee shall be deemed fully earned and nonrefundable if

the First Closing occurs. Notwithstanding the foregoing, FirstChoice’s payment of the Commitment Fee shall be deferred solely to the extent necessary for FirstChoice to remain in compliance with the provisions of ASC 840-40-55 and FirstChoice shall make monthly payments of the Commitment Fee to MPT on the first (1) day of each month after the First Closing, provided that the Commitment Fee shall be paid in full no later than the date of Completion (as defined in the applicable Project Development Agreement) of the first New Project. Contemporaneously with each payment, FirstChoice shall deliver to MPT a written explanation of the payment amount and the current calculation of the payment limitations under ASC 840-40-55, which explanation shall be in such detail as reasonably necessary for MPT to confirm the prevailing payment limitation.

ARTICLE III

PURCHASE AND SALE OF ASSETS; PURCHASE PRICE

3.1. Purchase and Sale of Assets. Based upon the representations and warranties of FirstChoice as set forth herein, and subject to the terms and conditions hereof, at each Applicable Closing, the applicable MPT Lessor shall acquire from the Unrelated Seller, free and clear of all Liens other than the Permitted Exceptions, the following assets (collectively, the “Assets”):

(a) the applicable Real Property;

(b) to the extent assignable, all rights in all intangible property relating exclusively to such Real Property, including, but not limited to, zoning rights, Permits and indemnification or similar rights and all Warranties affecting or inuring to the benefit of such Real Property or the owner thereof (including, without limitation, any indemnification or similar rights and Warranties related to such Real Property);

(c) all right, title and interest in and to any site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, inspection reports, engineering and environmental plans and studies, title reports, floor plans, landscape plans and other plans relating to such Real Property; and

(d) all right, title and interest in and to all causes of action, claims and rights in litigation (or which could result in litigation against any party) pertaining or relating to such Real Property (including, without limitation, any causes of action, claims or rights in litigation or other rights related to or arising under any purchase contracts respecting the Real Property).

The parties acknowledge and agree that, in connection with each Applicable Closing, the FirstChoice Buyer shall assign to the MPT Lessor the right to acquire the Real Property subject to the applicable Real Estate Contract from the Unrelated Seller (and MPT Lessor shall assume no other obligations thereunder) (each, a “Partial Assignment”), and such MPT Lessor shall acquire the Real Property from such Unrelated Seller subject to the terms and conditions of the applicable Real Estate Contract. Alternatively, upon the mutual agreement of the parties, the FirstChoice Buyer shall acquire the Real Property from the applicable Unrelated Seller and then

convey such Real Property and the other Assets to the applicable MPT Lessor (the “Direct Sale Alternative”).

3.2. No Assumption of Liabilities. Notwithstanding anything in this Agreement to the contrary other than Section 6.2(a) below, no MPT Lessor shall assume or agree to pay, satisfy, discharge or perform, or shall be deemed by virtue of the execution and delivery of this Agreement or any other document delivered at the Applicable Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement or such other document, to have assumed, or to have agreed to pay, satisfy, discharge or perform, or shall be liable for, any liability, obligation, contract or Indebtedness of any of the FirstChoice Parties, any Unrelated Seller or any other Person, whether primary or secondary, direct or indirect, including, without limitation, any liability or obligation relating to the ownership, use or operation of any of the Assets prior to the Applicable Closing, any liability or obligation arising out of or related to any breach, default, tort or similar act committed by any FirstChoice Party, any Unrelated Seller, or any Affiliate of any FirstChoice Party or Unrelated Seller, or for any failure of any FirstChoice Party, any Unrelated Seller, or any Affiliate of any FirstChoice Party or Unrelated Seller, to perform any covenant or obligation for or during any period prior to the Applicable Closing, and any liability arising out of the ownership and operation of the Assets by any Unrelated Seller, any FirstChoice Party or any other Person prior to the Applicable Closing (collectively, the “Excluded Liabilities”); provided, however, that the foregoing shall not limit MPT’s indemnification obligations under Section 6.2(a) below.

3.3. Project Purchase Price. The purchase price for each Real Property and the other Assets related thereto, shall be the purchase price reflected in the applicable Real Estate Contract or as otherwise agreed by the parties, subject to prorations, credits and adjustments as provided therein (each a “Project Purchase Price”). Subject to the terms and conditions hereof, at each Applicable Closing, the applicable MPT Lessor shall pay the Project Purchase Price (less any applicable Earnest Money Deposit) to the Unrelated Seller (or to the applicable FirstChoice Party in connection with a Direct Sale Alternative) as specified in the applicable Real Estate Contract, the applicable MPT Lessor shall reimburse FirstChoice or its designee in an amount equal to the applicable Earnest Money Deposit and the applicable MPT Lessor shall pay all Closing Costs and Pursuit Costs (either by reimbursing FirstChoice or paying the applicable person to whom such Closing Costs or Pursuit Costs are owed).

3.4. Taxes, Rentals, Utilities. The parties acknowledge that, to the extent the applicable Real Estate Contract imposes any obligation to pay such items on the purchaser, all utility charges and all real and personal property Taxes related to the applicable Real Property shall be included in the Development Budget (as defined in the applicable Project Development Agreement) for such Real Property.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND

COVENANTS OF THE FIRSTCHOICE PARTIES

With the understanding that MPT shall rely hereon, and as a material inducement to MPT to enter into this Agreement, FirstChoice hereby represents, warrants and covenants to MPT as of the date hereof and as of the Applicable Closing Date, as follows:

4.1. Organization. FirstChoice is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas and is qualified to do business in every jurisdiction where such qualification is necessary. Each other existing FirstChoice Party is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas and is qualified to do business in every jurisdiction where such qualification is necessary. Each existing FirstChoice Lessee is, and has at all times since its organization been, a Special Purpose Entity. Schedule 4.1(a) sets forth the ownership of each existing FirstChoice Party and, except as set forth therein, no other Person has, and no such FirstChoice Party has offered to any Person, any equity interest in any FirstChoice Party or any option, warrant or other right to acquire the same. Schedule 4.1(b) contains a list of all direct and indirect Subsidiaries of FirstChoice.

4.2. Authorization; Enforcement. Each existing FirstChoice Party has the requisite corporate or limited liability company power and authority (a) to conduct its business as it is now being conducted and as proposed to be conducted, (b) to execute, deliver and carry out the terms of this Agreement, all documents and agreements necessary to give effect to the provisions of this Agreement, including the Master Lease and any Project Development Agreement, and to consummate the transactions contemplated hereby and thereby, to the extent such FirstChoice Party is a signatory thereto, and (c) to execute, deliver and carry out the terms of each Real Estate Contract to which it is a party and all documents and agreements necessary to give effect to the provisions of such Real Estate Contract, and to consummate the transactions contemplated thereby. All actions required to be taken by any existing FirstChoice Party (i) to authorize the execution, delivery and performance of this Agreement, the Master Lease, the Project Development Agreement, as well as all documents, agreements and instruments executed by any of the existing FirstChoice Parties which are necessary to give effect thereto (collectively, the “FirstChoice Instruments”) and all transactions contemplated hereby and thereby, and (ii) to authorize the execution, delivery and performance of such Real Estate Contract and all other documents, agreements and instruments executed by any FirstChoice Party which are necessary to give effect thereto, have been or shall be duly and properly taken or obtained in accordance and in yet compliance with such FirstChoice Party’s Governing Documents. FirstChoice has delivered to MPT true and correct copies of each existing FirstChoice Party’s Governing Documents. No other action on the part of any existing FirstChoice Party or any of such FirstChoice Party’s directors, managers or Equity Constituents is necessary to authorize the execution, delivery and performance of this Agreement, the other FirstChoice Instruments, the Real Estate Contracts (upon approval thereof in accordance with this Agreement) and all transactions contemplated hereby and thereby. This Agreement, all other FirstChoice Instruments to which any FirstChoice Party will become a party hereunder and each Real Estate

Contract to which any FirstChoice Party will become a party shall constitute the valid and legally binding obligations of such FirstChoice Party, and are and will be enforceable against such FirstChoice Party in accordance with the respective terms hereof or thereof, except as enforceability may be restricted, limited or delayed by applicable bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and except as enforceability may be subject to and limited by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

4.3. Absence of Conflicts. Each existing FirstChoice Party’s execution, delivery and performance of this Agreement and the other FirstChoice Instruments to which such FirstChoice Party will become a party, and each Real Estate Contract to which such FirstChoice Party is a party, and the consummation of the transactions contemplated hereby and thereby will not, with or without the giving of notice and/or the passage of time: (a) violate or conflict with any provision of such FirstChoice Party’s Governing Documents; (b) violate or conflict with any provision of any Law to which such FirstChoice Party or any of its Equity Constituents is subject; (c) violate or conflict with any judgment, order, writ or decree of any court applicable to such FirstChoice Party; (d) result in or cause the creation of a Lien on any portion of any of the Real Properties or any of the other Assets, except as contemplated hereunder; or (e) result in the breach or termination of any provision of, or create rights of acceleration or constitute a default under, the terms of any indenture, mortgage, deed of trust, contract, agreement or other instrument to which such FirstChoice Party is a party.

4.4. Consents and Approvals. Except as set forth on Schedule 4.4, and except as may be required for the development, construction, use and occupancy of the Real Properties, no license, permit, qualification, order, consent, authorization, approval or waiver of, or registration, declaration or filing with, or notification to, any Governmental Body or other Person is required to be made or obtained, which has not been made or obtained, by or with respect to any existing FirstChoice Party in connection with the execution, delivery and performance of this Agreement, the other FirstChoice Instruments, or the Real Estate Contracts or the consummation of the transactions contemplated hereby or thereby.

4.5. Financial Statements. Prior to execution of this Agreement, FirstChoice has delivered to MPT the audited balance sheets and audited statement of income and cash flows of FirstChoice for the fiscal year 2011 and the unaudited balance sheets and unaudited statement of income and cash flows for FirstChoice for the fiscal year 2012 (collectively, the “Annual Financial Statements”). Schedule 4.5 sets forth (a) the unaudited balance sheet of FirstChoice on a consolidated basis for the most recent fiscal quarter (the aforementioned balance sheets being herein referred to, collectively, as the “Balance Sheets”), and (b) the unaudited statement of income and cash flows of FirstChoice on a consolidated basis for the most recent fiscal quarter (the financial statements described in this sentence, together with the Annual Financial Statements are referred to, collectively, as the “Financial Statements”). Except as set forth on Schedule 4.5, the Financial Statements have been prepared in accordance with GAAP, are based on the books, records and accounts of FirstChoice and fairly present the financial condition and results of operations, cash flows and members’ equity of FirstChoice as of the respective dates thereof and for the respective periods indicated therein, except (i) that the unaudited interim statements do not include complete note (including footnote) disclosure as required by GAAP;

and (ii) that the unaudited interim statements are subject to normal, year-end adjustments which are not, and will not be, material in amount or effect, either individually or in the aggregate.

4.6. No Undisclosed Liabilities; Guaranties. Except as set forth on Schedule 4.6(a), other than any liabilities and obligations under this Agreement and the other FirstChoice Instruments, no existing FirstChoice Party has any material liability or obligation (other than obligations to consummate the transactions contemplated by this Agreement), whether absolute, accrued, contingent or otherwise, including any potential future liability arising out of acts or omissions which have already occurred, which is not fully and accurately reflected or reserved against in the Balance Sheets, except for liabilities or obligations that may have arisen in the Ordinary Course of Business since the latest date of the Financial Statements (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement or violation of law), and to the Knowledge of each existing FirstChoice Party no fact, condition or circumstance could form the basis of any Claim in respect of any such material liability or obligation. Schedule 4.6(b) sets forth a list of all Guaranties entered into by each existing FirstChoice Party, true and correct copies of which have been delivered to MPT.

4.7. Absence of Changes. Except as set forth on Schedule 4.7 and except as contemplated by this Agreement, since the date of the latest Financial Statements, each existing FirstChoice Party has:

(a) preserved its legal existence and retained its business organization intact;

(b) conducted its business only in the Ordinary Course of Business;

(d) not suffered any change, event or circumstance which has had, or would be reasonably expected to have, a Material Adverse Effect; and

(e) not agreed or offered, whether in writing or otherwise, to take, and no existing FirstChoice Party or any of their respective members, managers or officers have authorized the taking of, any action described in subsection (d) above.

4.8. Reserved.

4.9. Taxes. Each existing FirstChoice Party has filed or caused to be filed all Tax Returns of such FirstChoice Party which have become due (taking into account valid extensions of time to file) prior to the date of this Agreement, except where the failure to file would not have a Material Adverse Effect on such FirstChoice Party or prevent or impede the consummation of the transactions contemplated hereby or under the FirstChoice Instruments. Such Tax Returns are accurate and complete in all material respects, and each existing FirstChoice Party has paid or caused to be paid all Taxes for the periods covered thereby, whether or not shown to be due on such Tax Returns, except where the failure to file would not have a Material Adverse Effect on such FirstChoice Party or prevent or impede the consummation of the transactions contemplated hereby or under the FirstChoice Instruments.

4.10. Litigation. Except as set forth on Schedule 4.10, there is no dispute, suit, action, proceeding, inquiry or investigation (a “Claim”) against or involving any existing FirstChoice Party or, to the Knowledge of FirstChoice, threatened, which would have a Material Adverse Effect (including, without limitation any suit, action, proceeding or investigation pursuant to Title 11 of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act of 1993, or any other Law regulating employment) or prevent or impede the consummation of the transactions contemplated hereby or by the FirstChoice Instruments, and no existing FirstChoice Party has Knowledge of any fact, condition or circumstance which reasonably could be expected to form the basis of any such Claim which would have a Material Adverse Effect.

4.11. Contracts, Obligations and Commitments.

(a) Schedule 4.11(a)(i) sets forth a list of all contracts and agreements entered into by any FirstChoice Party or any Affiliates of any FirstChoice Party relating to (i) the acquisition of any current Target Property and (ii)the design, development and construction of the Improvements relating to such Target Property (including, without limitation, any contracts and agreements with architects, engineers, design professionals, developers, general contractors or development escrows or other similar agreements) (collectively the “Development Contracts”). Except as set forth on Schedule 4.11(a)(ii), (A) the Development Contracts are free and clear of all Liens and are assignable by the applicable FirstChoice Parties (or alternatively, the existing FirstChoice Parties may grant a first priority security interest therein to the MPT Parties), (B) the Development Contracts are legally valid, binding and enforceable in accordance with their respective terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity); (C) each of the Development Contracts is in full force and effect; (D) to the Knowledge of FirstChoice, there are no defaults by any party to the Development Contracts; (E) no existing FirstChoice Party has received notice of any default, offset, counterclaim or defense claimed by any other party under any Development Contract; and (F) to the Knowledge of FirstChoice, no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach under the terms of any Development Contract.

(b) The existing FirstChoice Parties have delivered to MPT complete and correct copies of all written contractual agreements to which any existing FirstChoice Party is a party relating to indebtedness secured by, or which purports to be secured by, any of the assets of such FirstChoice Party thereunder (collectively, the “Material Contracts”). Except as set forth on Schedule 4.11(b), (i) each of the Material Contracts is legally valid, binding and enforceable against the parties thereto in accordance with its respective terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity); (ii) each of the Material Contracts is in full force and effect; (iii) to the Knowledge of FirstChoice, there are no defaults by any party to the Material Contracts; (iv) no existing FirstChoice Party has received notice of any default, offset, counterclaim or defense under any Material Contract; and (v) to the Knowledge of FirstChoice,

no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach under the terms of any Material Contract.

4.12. Permits. The existing FirstChoice Parties have all licenses, permits, certificates of need and other authorizations of Governmental Bodies that are required for the operation of the Business as currently conducted (collectively, the “Permits”). Except as set forth on Schedule 4.12, the Permits are in full force and effect and the applicable FirstChoice Parties may grant a first priority security interest therein to the MPT Parties, subject to all applicable laws.

4.13. Compliance with Law. FirstChoice and the other existing FirstChoice Parties are in compliance in all material respects with every applicable Law, including, without limitation, as applicable, Chapter 254 of the Texas Health and Safety Code and Chapter 131 of the Texas Administrative Code, and any other Law governing the construction, licensure, or operation of freestanding emergency medical care facilities, and every order, writ, and decree of every Governmental Body in connection with the ownership, conduct, operation and maintenance of the Business and their respective ownership and use of their assets, and, to the Knowledge of each existing FirstChoice Party, no event has occurred or circumstance exists which (without notice or lapse of time) would result in any material noncompliance with any such Law order, writ or decree.

4.14. Brokers. Except as set forth on Schedule 4.14, no Person is or will be entitled to any brokerage, finder’s or other fee, commission or payment in connection with or as a result of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any existing FirstChoice Party or any Unrelated Seller, and MPT shall not be liable or obligated to pay any of such amounts to such Person unless and until the applicable Real Property is acquired.

4.15. Agreements with Affiliates and Certain Other Persons. Schedule 4.14(a) sets forth a list of all agreements relating to the acquisition, financing, development, construction, operation or management of the Facilities or otherwise relating to the transactions contemplated in this Agreement that have been entered into by each existing FirstChoice Party with any Person that is an Affiliate of any existing FirstChoice Party (including, without limitation, any officer, director, employee, partner, member, manager or trustee of such FirstChoice Party or any other Affiliate of such FirstChoice Party). Schedule 4.14(b) sets forth a list of all agreements entered into by any officer, director, employee, partner, member, manager or trustee of each existing FirstChoice Party or any other Affiliate of such existing FirstChoice Party, on the one hand, with any vendor, supplier, seller, contractor or service provider of any existing FirstChoice Party, on the other hand.

4.16. Patriot Act Compliance.

(a) Each existing FirstChoice Party has complied in all material respects with the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, which comprises Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) and the regulations promulgated thereunder, and the rules and regulations administered by the U.S. Treasury

Department’s Office of Foreign Assets Control (“OFAC”), to the extent the same are applicable to such FirstChoice Parties.

(b) No existing FirstChoice Party is included on the List of Specially Designated Nationals and Blocked Persons maintained by the OFAC, or is a resident in, or organized or chartered under the laws of, (i) a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns or (ii) any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur.

4.17. Representations Complete. The representations and warranties made or to be made by FirstChoice and each other existing FirstChoice Party in this Agreement or in any FirstChoice Instrument and the statements made in or information contained on any Schedules or certificates furnished by FirstChoice or any other FirstChoice Party pursuant to this Agreement do not contain and, subject to Section 6.3, will not contain, as of their respective dates and as of the Applicable Closing Dates, any untrue statement of a material fact, nor do they omit or will they omit, as of their respective dates or, subject to Section 6.3, as of such Applicable Closing Dates, to state any material fact necessary to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

ARTICLE V

REPRESENTATIONS AND WARRANTIES BY MPT

MPT hereby represents and warrants to FirstChoice as of the date hereof and as of the Applicable Closing Date, as follows:

5.1. Organization. MPT is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction where such qualification is necessary. Each other existing MPT Party is a limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction where such qualification is necessary.

5.2. Authorization; Enforcement, Absence of Conflicts. Each existing MPT Party has the requisite power and authority to execute, deliver and carry out the terms of this Agreement, all documents and agreements necessary to give effect to the provisions of this Agreement, including the Master Lease and any Project Development Agreement, to which it is a signatory, and to consummate the transactions contemplated hereby and thereby, and to conduct its businesses as now being conducted and as proposed to be conducted. All actions required to be taken by each existing MPT Party to authorize the execution, delivery and performance of this Agreement, all documents executed by it which are necessary to give effect to this Agreement and all transactions contemplated hereby and thereby, have been or shall be duly and properly taken or obtained. No other action on the part of any existing MPT Party is necessary to

authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not, with or without the giving of notice and/or the passage of time: (a) violate or conflict with any provision of the Governing Documents of any existing MPT Party; (b) violate any provision of law, statute, rule or regulation to which any existing MPT Party is subject; (c) violate or conflict with any judgment, order, writ or decree of any court applicable to any existing MPT Party; (d) violate or conflict with any law or regulation applicable to any MPT Party; or (e) result in the breach or termination of any provision of, or create rights of acceleration or constitute a default under, the terms of any debt or obligation to which any existing MPT Party is a party or by which any existing MPT Party is bound.

5.3. Binding Agreement. This Agreement and all agreements to which each existing MPT Party will become a party hereunder are and will constitute the valid and legally binding obligations of such MPT Party, and are and will be enforceable against such MPT Party in accordance with the respective terms hereof or thereof, except as enforceability may be restricted, limited or delayed by applicable bankruptcy, insolvency or other laws affecting creditors’ rights generally and except as enforceability may be subject to and limited by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

5.4. Litigation. There is no Claim pending or, to the Knowledge of MPT, against or involving any existing MPT Party or, to the Knowledge of MPT, threatened, which would have a Material Adverse Effect or prevent or impede the consummation of the transactions contemplated hereby, and MPT has no Knowledge of any fact, condition or circumstance which reasonably could be expected to form the basis of any such Claim which would have a Material Adverse Effect.

5.5. Brokers. Other than commissions or other fees payable to employees or independent contractors of any existing MPT Party for which such MPT Parties shall be responsible, no Person is or will be entitled to any brokerage, finder’s or other fee, commission or payment in connection with or as a result of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of MPT or any other existing MPT Party.

5.6. Compliance with Law. MPT and the other existing MPT Parties are in compliance in all material respects with every applicable Law, order, writ or decree, and to the Knowledge of MPT, no event has occurred or circumstance exists which (without notice or lapse of time) would result in any material noncompliance with any such Law, order, writ or decree which would have a Material Adverse Effect.

5.7. Patriot Act Compliance.

(a) Each existing MPT Party has complied in all material respects with the Patriot Act and regulations promulgated thereunder, and the rules and regulations administered by OFAC, to the extent the same are applicable to such MPT Parties.

(b) No existing MPT Party is included on the List of Specially Designated Nationals and Blocked Persons maintained by the OFAC, or is a resident in, or organized or chartered

under the laws of, (i) a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns or (ii) any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur.

5.8. Representations Complete. The representations and warranties made or to be made by MPT and each other existing MPT Party in this Agreement or in any related agreement and the statements made in or information contained on any Schedules or certificates furnished by MPT or any other MPT Party pursuant to this Agreement do not contain and will not contain, as of their respective dates and as of the Applicable Closing Dates, any untrue statement of a material fact, nor do they omit or will they omit, as of their respective dates or as of such Applicable Closing Dates, to state any material fact necessary to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

ARTICLE VI

PRE-CLOSING COVENANTS

From and after the execution of this Agreement until the earlier of (a) the Final Closing Date (as herein defined) or (b) the expiration of the Commitment Period, the applicable party shall observe the following covenants:

6.1. No Shop. During the Commitment Period, subject to the Exclusivity Exception, neither FirstChoice nor any of its Subsidiaries or any of their respective officers, directors, managers, Equity Constituents, agents or representatives, shall directly or indirectly, initiate contact with, respond to, solicit or encourage any inquiries, proposals or offers by, participate in any discussions or negotiations with, enter into any agreement with, disclose any information concerning the FirstChoice Parties or the properties, books or records of such FirstChoice Parties to, or otherwise assist, facilitate or encourage, any Person in connection with any possible proposal regarding the financing, acquisition and construction of New Projects during the Commitment Period. FirstChoice shall notify MPT immediately if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any such information is requested. Notwithstanding the foregoing, FirstChoice and its Affiliates shall be permitted to solicit and participate in proposals, discussions or negotiations with, or enter into an agreement with, other Persons regarding the financing, acquisition and construction of new Facilities from and after the expiration of the Commitment Period.

6.2. Access; Confidentiality.

(a) Between the date hereof until the expiration of the Commitment Period (it being understood that the access provisions hereof shall no longer remain effective with respect to Assets and Unrelated Sellers for which an Applicable Closing shall have occurred), each existing FirstChoice Party shall (A) afford MPT and its authorized representatives reasonable access to such FirstChoice Parties and to all books, records, offices and other facilities of such FirstChoice

Parties; (B) permit MPT and its authorized representatives to make such inspections and to make copies of such books and records as they may reasonably require, in each case subject to compliance with applicable confidentiality requirements; (C) furnish MPT and its authorized representatives with such financial and operating data and other information related to the Real Properties, the Business, and such FirstChoice Parties as the MPT Parties may from time to time reasonably request; and (D) use their commercially reasonable efforts to cause all Unrelated Sellers to permit the existing MPT Parties and their authorized representatives (including their designated engineers, architects, surveyors and/or consultants), upon reasonable notice to enter into and upon all or any portion of any of the Real Properties in order to investigate and assess, as such MPT Parties deem necessary or appropriate in their sole and absolute discretion, the Real Properties and to complete their due diligence review with respect to the satisfaction all of the conditions set forth in Section 7.2. The existing FirstChoice Parties shall cooperate, and shall use commercially reasonable efforts to cause the Unrelated Sellers to cooperate, with the existing MPT Parties and their authorized representatives in conducting such investigations, and shall provide (or use commercially reasonable efforts to cause the Unrelated Sellers to provide) to such MPT Parties and their authorized representatives all information maintained by such FirstChoice Parties or provided by the Unrelated Sellers to such FirstChoice Parties and related to their due diligence review and other matters referenced above. MPT shall indemnify, defend and hold harmless the existing FirstChoice Parties from and against all demands, claims, losses, damages, costs and expenses asserted against or incurred by such FirstChoice Parties or any of them arising out of or resulting from any physical damage to the applicable Real Properties caused by any of the MPT Parties’ or their respective consultants’ or agents’ inspections thereof.

(b) The provisions of the Confidentiality Agreement dated as of July 13, 2012 (the “Confidentiality Agreement”) shall remain binding and in full force and effect until the Completion of the Real Property that is the subject of the Final Closing. The information contained herein, in the Schedules or delivered to MPT or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference.

6.3. Schedule Updates. From the date of this Agreement until the expiration of the Commitment Period, the existing MPT Parties, on the one hand, and the existing FirstChoice Parties on the other hand, shall immediately advise the other in writing of any additions or changes to any Schedule, or the need to provide additional Schedules, to reflect any deficiencies or inaccuracies in the applicable representations, warranties or Schedules or to reflect circumstances or matters which occur after the date of this Agreement which, if existing prior to such date, would have been required to be described on such Schedule; provided, however, that no additions or changes made to any Schedule by any party to correct deficiencies or inaccuracies on such Schedule shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the other party, but provided further, however, that an addition or change made to any Schedule by any Party to reflect circumstances or matters which occur after the date of this Agreement shall be deemed to cure a breach or inaccuracy of a representation or warranty, covenant or agreement, but shall not be deemed to satisfy any condition unless agreed

to in writing by the other party, which agreement shall not be unreasonably withheld, conditioned or delayed.

6.4. Conduct of Business by FirstChoice Parties. Each existing FirstChoice Party covenants and agrees that, during the period from the date hereof until the earlier of (i) the Final Closing Date or (ii) the expiration of the Commitment Period, unless MPT shall otherwise agree in writing, such FirstChoice Party shall conduct its businesses only in, and it shall not take any action except in, the Ordinary Course of Business and in compliance in all material respects with all applicable laws and regulations. Further, no existing FirstChoice Party shall do or propose to do, directly or indirectly, any of the following without the prior written consent of MPT, which consent shall not be unreasonably withheld, conditioned or delayed:

(a) amend, repeal or otherwise change in any material way the Governing Documents of any FirstChoice Lessee, except for an amendment or other change (i) that would not materially adversely affect such FirstChoice Lessee’s ability to perform its obligations under the Master Lease or other FirstChoice Instruments, or (ii) is effected in connection with a transaction that is otherwise permitted by this Agreement or the Master Lease (provided that it would not materially adversely affect such FirstChoice Lessee’s ability to perform its obligations under the Master Lease or other FirstChoice Instruments);

(b) fail to perform its material obligations in all respects under agreements to which it is a party relating to or respecting any of the Real Properties, including any Real Estate Contracts;

(c) reduce the coverage of, fail to timely renew or pay the premiums on or cancel any insurance policy relating to any of the Real Properties;

(d) cause to lapse or fail to renew any material license and certification necessary to conduct the Business of any of the Real Properties;

(e) fail to timely make all required material filings (or to obtain applicable extensions) with Governmental Bodies relating to any of the Real Properties;

(f) create, assume, or permit to exist any Lien upon any of the Real Properties, other than those presently in existence or being contested by the applicable FirstChoice Parties in accordance with the Master Lease;

(g) except as otherwise expressly permitted herein, enter into or agree to enter into any lease, option, agreement or other arrangement granting any rights with respect to the Assets or the development or construction of any Improvements, including, without limitation entering into any construction contracts or any agreements with a contractor or subcontractor, but excluding contracts with third party consultants relating to due diligence;

(h) terminate or modify in any respect any Real Estate Contract after MPT has notified FirstChoice that it desires to acquire the Target Property pursuant to Section 2.2(b) above, or any Development Contract or Material Contract relating to any of the Real Properties; or

(i) take, agree or offer, in writing or otherwise, to take, any of the actions described in Sections 6.4(a) through (h) above, or any action which would make any of the representations or warranties of FirstChoice contained in this Agreement untrue, incorrect or incomplete in any material respect or prevent FirstChoice from performing or cause any other FirstChoice Parties not to perform their respective covenants hereunder, in each case, such that the conditions set forth in Sections 7.2(a) or 7.2(b), as the case may be, would not be satisfied.

6.5. Cooperation. From the date hereof until the earlier of (a) the Final Closing Date or (b) the expiration of the Commitment Period, (i) upon request from MPT, each existing FirstChoice Party shall confer on a reasonably frequent basis with one or more representatives of MPT to report material matters respecting the transactions contemplated hereby including any and all material developments with any Unrelated Seller with respect to any Real Estate Contract and (ii) MPT and FirstChoice shall promptly provide the other or their counsel with copies of all filings made by such party with any Governmental Body in connection with this Agreement and the transactions contemplated hereby.

6.6. Regulatory and other Authorizations, Notices and Consents.

(a) Each party shall use all commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of all Governmental Bodies and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and each such party will cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals.

(b) The existing MPT Parties shall cooperate and use commercially reasonable efforts to assist the existing FirstChoice Parties in giving such notices and obtaining such consents and estoppel certificates; provided, however, that such MPT Parties shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate.

6.7. Mutual Covenants. The parties shall use their good faith reasonable efforts to satisfy the conditions to the closing of the transactions contemplated hereby. Without limiting the generality of the foregoing, the respective parties shall execute and/or deliver, or use their respective good faith reasonable efforts to cause to be executed and/or delivered at Applicable Closing, the documents contemplated to be executed and/or delivered by them hereunder.

ARTICLE VII

CLOSING CONDITIONS

7.1. Conditions to the Obligations of FirstChoice. The obligations of the existing FirstChoice Parties to effect the transactions contemplated hereby with respect to each Applicable Closing shall be further subject to the fulfillment of the following conditions, any one or more of which may be waived by FirstChoice:

(a) all of the representations and warranties of the existing MPT Parties set forth in this Agreement shall be true and correct in all material respects when made and as of the

Applicable Closing Date as if made on such Applicable Closing Date, subject to updates under Section 6.3;

(b) the existing MPT Parties shall have delivered, performed, observed and complied in all material respects with all of the items, instruments, documents, covenants, agreements and conditions required by this Agreement to be delivered, performed, observed and complied with by it prior to, or as of, the Applicable Closing; and

(c) the applicable MPT Parties shall have executed, where applicable, and delivered to FirstChoice the documents referenced in Section 8.3.

7.2. Conditions to the Obligations of MPT. The obligations of the existing MPT Parties to effect the transactions contemplated hereby, with respect to each Applicable Closing, shall be further subject to the fulfillment of the following conditions, any one or more of which may be waived by MPT:

(a) all of the representations and warranties of the existing FirstChoice Parties set forth in this Agreement shall be true and correct in all material respects when made and as of the Applicable Closing Date as if made on the Applicable Closing Date, subject to updates under Section 6.3;

(b) the existing FirstChoice Parties shall have delivered, performed, observed and complied in all material respects with all of the items, instruments, documents, covenants, agreements and conditions required by this Agreement to be delivered, performed, observed and complied with by them prior to, or as of, such Applicable Closing;

(c) no existing FirstChoice Party shall have suffered any change, event or circumstance which has had, or could have, a Material Adverse Effect;

(d) the existing MPT Parties shall have satisfactorily completed their due diligence investigations of the Assets in accordance with the time periods established in this Agreement and shall be satisfied with the results of such investigations in their sole discretion;

(e) all necessary approvals, consents and estoppel certificates of third parties to the validity and effectiveness of the transactions contemplated hereby have been obtained;

(f) no portion of the Assets relating to the applicable Real Property shall have been damaged or destroyed by fire or casualty;

(g) the existing MPT Parties shall have received copies of all permits, licenses, certificates of need and other approvals of Governmental Bodies received or obtained by the FirstChoice Parties required for the construction and development of Improvements that customarily would have been issued or given prior to the Applicable Closing considering the current stage of the development of such Improvements;

(h) no condemnation, eminent domain or similar proceedings shall have been commenced or threatened in writing with respect to any material portion of the applicable Real Property;

(i) the existing FirstChoice Parties shall have executed where applicable, and delivered to MPT the documents referenced in Section 8.2;

(j) there shall not have been instituted by any creditor of any existing FirstChoice Party or any Unrelated Seller, any Governmental Body or any other Person, any suit, action or proceeding which would affect the Assets or seek to restrain, enjoin or invalidate the transactions contemplated by this Agreement;

(k) subject to the requirements under Section 38.14 of the Master Lease, and to the extent then applicable, the existing FirstChoice Lessees or FirstChoice (at FirstChoice’s option) shall have obtained, or cause to be obtained, a letter of credit securing the obligations of such FirstChoice Lessees under the Master Lease, in a form and from a financial institution acceptable to MPT in its reasonable discretion, as more fully described in the Master Lease;

(l) FirstChoice shall have executed and delivered the applicable Cost Overrun Guaranty and the Guaranty (it being understood that, with respect to all Applicable Closings following the First Closing, delivery of the Guaranty shall not be required);

(m) to the extent the acquisition of any of the Real Properties has already been closed at the time of the Applicable Closing, no “Event of Default” shall have occurred under the Master Lease or the other Project Development Agreements and no event, condition or circumstance shall have occurred that with notice or the passage of time would constitute such an Event of Default, and the FirstChoice Parties shall have delivered a certificate to that effect in form and substance satisfactory to MPT (the “New Closing Certificate”);

(n) the existing MPT Parties shall have agreed upon the terms of the Intercreditor Agreement, as determined in MPT’s sole discretion; and

(o) the transaction contemplated by the applicable Real Estate Contract shall have closed.

ARTICLE VIII

CLOSINGS

8.1. Applicable Closing Dates. The closing of the purchase and sale of each Real Property and other Assets related thereto pursuant to this Agreement (each an “Applicable Closing”) shall be handled through escrow deliveries to the applicable Title Company on the date required for closing pursuant to the applicable Real Estate Contract for such Real Property and other Assets (the actual date of each Applicable Closing being herein referred to as the “Applicable Closing Date”). The date of the final Applicable Closing of any Real Property and other Assets related thereto hereunder shall be referred to as the “Final Closing.”

8.2. FirstChoice Parties’ Closing Date Deliverables. On the Applicable Closing Date for a particular Real Property, in addition to all documents and agreements to be delivered by the Unrelated Seller under the applicable Real Estate Contract, FirstChoice shall deliver, or cause to be delivered, to the applicable MPT Parties the following:

(a) an Assignment and Assumption Agreement to effect the Partial Assignment with respect to the applicable Real Estate Contract, in form and substance mutually satisfactory to the parties (it being understood that, with respect to any Real Property acquired utilizing the Direct Sale Alternative, this delivery shall not be required but additional deliveries shall be required as described below);

(b) a Joinder Agreement;

(c) a certified copy of the resolutions of the governing body of each applicable existing FirstChoice Party dated prior to the Applicable Closing Date and authorizing such FirstChoice Party’s execution, delivery and performance of this Agreement and all other documents to be executed in connection herewith;

(d) certificates of existence and good standing of each existing FirstChoice Party and the applicable Developer from the appropriate Governmental Body, along with certificates of good standing and foreign qualification of each existing FirstChoice Lessee and such Developer from the Secretary of State of the state in which the applicable Real Property is located, if applicable, in each case dated the most recent practical date prior to the Applicable Closing Date;

(e) a certificate from each existing FirstChoice Party dated the Applicable Closing Date to the effect that all of the representations and warranties of such FirstChoice Party contained in this Agreement, as such representations and warranties may have been updated under Section 6.3 above, remain in all material respects true and correct as of the Applicable Closing Date as if made on such date and that such FirstChoice Party has performed and satisfied in all material respects all covenants and conditions required by this Agreement to be performed or satisfied by such FirstChoice Party on or prior to such Applicable Closing;

(f) the Master Lease, together with a Memorandum of Lease Agreement, in form and substance mutually satisfactory to the parties (it being understood that, with respect to all Applicable Closings following the First Closing, this delivery shall be limited to an amendment of the Master Lease and an amendment of the Memorandum of Lease Agreement, each for the purpose of including the legal description of the applicable Real Property);

(g) a Project Development Agreement for such Real Property;

(h) a Cost Overrun Guaranty for such New Project;

(i) the Guaranty (it being understood that, with respect to all Applicable Closings following the First Closing, this delivery shall not be required);

(j) an Assignment of Rents and Leases in form and substance mutually satisfactory to the parties (it being understood that, with respect to all Applicable Closings following the First

Closing, this delivery shall be limited to an amendment of such Assignment of Rents and Leases for the purpose of including the legal description of the applicable Real Property or the applicable assignees thereunder);

(k) an executed Security Agreement in form and substance mutually satisfactory to the parties (it being understood that, with respect to all Applicable Closings following the First Closing, this delivery shall be limited to an amendment of the Security Agreement for the purpose of including the legal description of the applicable Real Property and the secured parties thereunder);

(l) a Noncompete Agreement by FirstChoice in form and substance mutually satisfactory to the parties (it being understood that, with respect to all Applicable Closings following the First Closing, this delivery shall not be required);

(m) a Management Subordination Agreement in form and substance mutually satisfactory to the parties; provided, however, that to the extent the parties acknowledge that no Management Agreement exists at the time of the First Closing or other Applicable Closings, this condition shall be waived until such time as a Management Agreement exists;

(n) the Intercreditor Agreement (it being understood that, with respect to all Applicable Closings following the First Closing, this delivery shall be joinders to the Intercreditor Agreement in form mutually agreeable to the parties);

(o) the Subordination Agreement (it being understood that, with respect to all Applicable Closings following the First Closing, this delivery shall be joinders to the Subordination Agreement in form mutually agreeable to the parties);

(p) if applicable, Lien waiver affidavits and certifications in form and substance acceptable to MPT and the Title Company from all contractors, subcontractors and other third parties who performed work on or supplied materials and/or labor to or for the Real Property and verifying that all work, supplies, materials and labor have been paid in full and there are no liens on the Real Property nor any potential liens on the Real Property;

(q) the New Closing Certificate; and

(r) such other instruments and documents consistent with the terms of this Agreement as MPT reasonably deems necessary to effect the transactions contemplated hereby.

It is understood and agreed that, in the event of any exercise of the Direct Sale Alternative, in addition the deliveries required hereinabove, the applicable FirstChoice Party shall execute and deliver to the applicable MPT Party deed, bill of sale and such other documents, instruments, affidavits and waivers as required to be delivered by the Unrelated Seller under the applicable Real Estate Contract, in substantially the same form as required under the applicable Real Estate Contract.

8.3. MPT Parties’ Closing Date Deliverables. On the Applicable Closing Date, the existing MPT Parties shall deliver or cause to be delivered to the existing FirstChoice Parties the following:

(a) an Assignment and Assumption Agreement to effect the Partial Assignment with respect to the applicable Real Estate Contract, in form and substance mutually satisfactory to the parties;

(b) a Joinder Agreement;

(d) certificates of existence and good standing of MPT and each MPT Lessor from the Delaware Secretary of State of the State of Delaware, dated the most recent practical date prior to the Applicable Closing Date;

(e) certificates of good standing and foreign qualification of each MPT Lessor from the Secretary of State of the state in which the applicable Real Property is located, dated the most recent practical date prior to the Applicable Closing Date;

(f) a certified copy of the resolutions of the governing body of MPT and each MPT Lessor dated prior to the Applicable Closing Date and authorizing such MPT Lessors’ execution, delivery and performance of this Agreement and all other documents to be executed in connection herewith;

(g) a certificate dated the Applicable Closing Date signed by MPT and the applicable MPT Lessor to the effect that all of the representations and warranties of such MPT Lessor contained in the Agreement, as such representations and warranties may have been updated under Section 6.3 above, remain in all material respects true and correct as of the Closing Date as if made on such date and that such MPT Lessor has performed and satisfied in all material respects all covenants and conditions required by this Agreement to be performed or satisfied by such MPT Lessor on or prior to the Applicable Closing; and

(h) all other documents identified in Section 8.2 above to which any new or existing MPT Party is a party.

ARTICLE IX

TERMINATION

9.1. Termination. Notwithstanding anything to the contrary in this Agreement and in addition to any termination rights provided for elsewhere in this Agreement, the obligations of the parties hereunder may be terminated and the transactions contemplated hereby abandoned at any time prior to an Applicable Closing: (a) by mutual written consent of the parties; (b) by FirstChoice if (i) the conditions set forth in Section 7.1 shall not have been satisfied with respect to any Applicable Closing on or before December 31, 2014, or (ii) MPT shall have rejected and not acquired at least five (5) Target Properties proposed by FirstChoice, or (c) by MPT if the

conditions set forth in Section 7.2 shall not have been satisfied with respect to any Applicable Closing on or before December 31, 2014 (the date of any such termination under subsection (a), (b) or (c) being referred to herein as the “Termination Date”).

9.2. Notice and Effect. In the event of the termination of this Agreement pursuant to this Article IX, the party terminating this Agreement shall give prompt written notice thereof to the parties, and the transactions contemplated hereby relating to a Real Property that has not yet been acquired that shall be abandoned without further action by any party. Notwithstanding any statement contained in this Agreement to the contrary, termination of this Agreement shall not relieve any party from liability for any breach or violation of this Agreement.

ARTICLE X

CERTAIN POST-CLOSING COVENANTS

10.1. HIPAA Compliance. Each of the Facilities shall, upon the applicable Operational Date (as defined in the applicable Project Development Agreement), comply with the standards for privacy of individually-identifiable health information which were promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

10.2. Post-Closing Access to Information. The parties acknowledge that, subsequent to an Applicable Closing, each may need access to the Assets subject to such Applicable Closing and to information, documents or computer data in the control or possession of the other for purposes of concluding the transactions contemplated herein and for audits, investigations, compliance with governmental requirements, regulations and requests, the prosecution or defense of third party claims. Accordingly, the parties agree that upon prior reasonable notice and during regular business hours they will make available to the other and their agents, independent auditors and/or governmental entities such documents and information as may be available relating to such Assets and will permit the other to make copies of such documents and information at the requesting party’s expense, provided that none of the foregoing will interfere with the operation of the Business.

10.3. Real Estate Contract Indemnification. The parties acknowledge that there may be indemnification rights and claims against the Unrelated Sellers pursuant to the terms of the Real Estate Contracts. In the event that any such indemnification right or claim under a Real Estate Contract (an “Unrelated Seller Claim”) shall arise or accrue in favor of any FirstChoice Party at any time hereafter with respect to or affecting any of the Assets or otherwise resulting in any demands, claims, actions, losses, damages, liabilities, penalties, Taxes, costs and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, settlement costs, arbitration costs and any reasonable other expenses for investigating or defending any action or threatened action) (collectively, “Unrelated Seller Damages”), FirstChoice shall, after notification to MPT, (a) promptly notify the applicable Unrelated Seller of the Unrelated Seller Claim (including all material facts related thereto) and make a claim for indemnity against such Unrelated Seller with respect thereto pursuant to the terms of the applicable Real Estate Contract; (b) promptly notify MPT of any and all material communications, notices or other information, whether written or oral, any of the FirstChoice Parties receives with respect to such Unrelated Seller Claim; (c) coordinate with MPT in the exercise of all of the FirstChoice Parties’ rights

with respect to such Unrelated Seller Claim (including, without limitation, the selection, engagement and/or approval of counsel) it being understood and agreed that no FirstChoice Party shall take any action with respect to any such Unrelated Seller Claim (except for those actions set forth in clauses (a) and (b) above) without the MPT’s prior written consent; (d) account for any amounts received by any FirstChoice Party in respect of any such Unrelated Seller Claim; and (e) not take or agree to take any action which would conflict with its obligations to the MPT Parties with respect to such Unrelated Seller Claim pursuant to this Section 10.3 or which would otherwise adversely affect any rights of the MPT Parties with respect to such Unrelated Seller Claim. MPT shall reasonably cooperate with the FirstChoice Parties in connection with any Unrelated Seller Claims, which cooperation shall be at FirstChoice’s sole cost and expense. The provisions of this Section 10.3 shall be in addition to any rights or remedies of the MPT Parties provided in Article XIII hereof, and shall survive any termination of this Agreement for a period concurrent with the survival period of any indemnification obligations of the respective Unrelated Sellers under the Real Estate Contracts.

10.4. Joinder of New Projects. In connection with each New Project, the parties shall add such New Project to this Agreement upon the following terms and conditions:

(a) a new MPT Lessor and a new FirstChoice Lessee shall be joined to this Agreement (each, a “New Party”);

(b) the existing MPT Parties and FirstChoice Parties, and each New Party shall execute a Joinder Agreement in form to be mutually agreed upon by the parties (each, a “Joinder Agreement”), which shall provide, among other things, that the acquisition, funding and development of the applicable Real Property is subject to the representations, warranties, covenants, conditions and deliveries as set forth in this Agreement; it being further understood and agreed, however, that any such New Parties shall not be required to reaffirm or satisfy the representations, warranties, covenants and conditions with respect to any previously closed Real Property, and all representations, warranties, covenants and conditions relating to any such New Party shall not apply with respect to any previously closed Real Property.

ARTICLE XI

INDEMNIFICATION

11.1. FirstChoice Parties’ Agreement to Indemnify.

(a) Subject to the limitations set forth in this Article XI, the existing FirstChoice Parties, jointly and severally, shall indemnify, defend and hold harmless MPT, the other existing MPT Parties, their Affiliates and their respective officers, managers, members, (general and limited) partners, shareholders, employees, agents and representatives (collectively, the “MPT Indemnified Parties”) from and against all demands, claims, actions, losses, damages, liabilities, penalties, taxes, costs and expenses (including, without limitation, attorneys’ and accountants’ fees, settlement costs, arbitration costs and any reasonable other expenses for investigating or defending any action or threatened action) asserted against or incurred by the MPT Indemnified Parties or any of them arising out of or in connection with or resulting from (i) any breach of, misrepresentation associated with or failure to perform under any covenant, representation,

warranty or agreement under this Agreement, the FirstChoice Instruments, or the other agreements contemplated hereby or thereby on the part of the existing FirstChoice Parties; (ii) any claims asserted against or damages suffered by the MPT Indemnified Parties as a result of any breach by any existing FirstChoice Party of its representations, warranties, covenants or obligations under this Agreement; or (iii) any Excluded Liabilities (collectively, “MPT Party Damages”); provided, however, that (A) MPT Party Damages shall not apply to any matters resulting from or caused by the gross negligence or willful misconduct of any MPT Indemnified Party, and (B) the obligations of FirstChoice under this Section 11.1(a) with respect to the Master Lease shall exclude any MPT Party Damages arising under the Master Lease, all of which must be pursued against FirstChoice (if at all) pursuant to the terms of the Master Lease and the Guaranty.

(b) The indemnification of the MPT Indemnified Parties by the FirstChoice Parties provided for under this Article XI as to a particular Real Property shall terminate on the date that is the second (2nd) anniversary after the date of the Applicable Closing of such Real Property (the “MPT Party Indemnity Periods”); provided, however, if a particular Real Property is not Completed (as defined in the applicable Project Funding Agreement) prior to the second anniversary of the applicable Closing Date, such termination date shall be extended for one year following the date of Completion. The limitation in the preceding sentence shall not apply to any MPT Party Damages arising or resulting from (i) any act or omission of the FirstChoice Parties which constitutes fraud, (ii) any breach by FirstChoice Parties of their respective post-closing covenants under Sections 10.1, 10.2 or 10.3, or (iii) the Excluded Liabilities. Notwithstanding the foregoing, the obligations of the FirstChoice Parties for indemnification pursuant to this Section 11.1 with respect to any Real Property prior to the Completion thereof shall not in the aggregate exceed the Guaranty Limitation (as defined in the Project Development Agreement for such Real Property), except and to the extent otherwise provided for in the Cost Overrun Guaranty.

11.2. MPT’s Agreement to Indemnify.

(a) Subject to the limitations set forth in this Article XI, the existing MPT Parties shall indemnify, defend and hold harmless FirstChoice, the other FirstChoice Parties, their respective Affiliates and their respective officers, managers, members, (general and limited) partners, shareholders, employees, agents and representatives (collectively, the “FirstChoice Indemnified Parties”) from and against all demands, claims, actions, losses, damages, liabilities, penalties, Taxes, costs and expenses (including, without limitation, reasonable attorneys’ fees, settlement costs, arbitration costs and any reasonable other expenses for investigating or defending any action or threatened action) asserted against or incurred by any of the FirstChoice Indemnified Parties or any of them arising out of or in connection with or resulting from (i) any breach of, misrepresentation associated with or failure to perform under any covenant, representation, warranty or agreement under this Agreement or the other agreements contemplated hereby on the part of any existing MPT Party; or (ii) any claims asserted against or damages suffered by the FirstChoice Parties as a result of any breach by any MPT Party its representations, warranties, covenants or obligations under this Agreement (collectively, “FirstChoice Damages”); provided, however, that FirstChoice Damages shall not apply to any

matters resulting from or caused by the gross negligence or willful misconduct of any FirstChoice Indemnified Party.

(b) The indemnification of the FirstChoice Indemnified Parties by the existing MPT Parties provided for under this Section 11.2 shall terminate on the second (2nd) anniversary of the Applicable Closing (the “FirstChoice Indemnity Period”). The limitation in the preceding sentence shall not apply to any FirstChoice Damages arising or resulting from (i) any act or omission of any MPT Indemnified Party which constitutes fraud, or (ii) any breach by any MPT Party of its post-closing covenants under Section 10.3.

11.3. Notification and Defense of Claims.

(a) A party entitled to be indemnified pursuant to this Article XI (the “Indemnified Party”) shall notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand; provided, that, the Indemnified Party’s failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of the Indemnified Party’s rights with respect thereto except to the extent the Indemnifying Party is materially prejudiced by the delay.

(b) If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a “Third Party Claim”), the Indemnifying Party shall have the obligation either (i) to pay such claim or demand, or (ii) defend any such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Article XI for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, provided that the Indemnified Party shall have the right to employ counsel, at the Indemnifying Party’s expense, to represent it if (A) in the Indemnified Party’s reasonable opinion the Indemnifying Party is not diligently prosecuting the defense of such Third Party Claim, (B) such Third Party Claim involves remedies other than monetary damages and such remedies, in the Indemnified Party’s reasonable judgment, could have a Material Adverse Effect on such Indemnified Party, (C) the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in its reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third-Party Claim or action, and in any such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party’s possession reasonably required by it for its use in contesting any Third-Party Claim or demand.

(c) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the

prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party fails to assume and diligently prosecute the defense of such claim or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability (including regulatory liability) of the Indemnifying Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnifying Party or any Affiliate of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability (including regulatory liability) of the Indemnified Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates.

11.4. Investigations. The right to indemnification based upon breaches or inaccuracies of representations, warranties and covenants will not be affected by any investigation conducted with respect to, or knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Applicable Closing Date, whether as a result of disclosure by a party pursuant to this Agreement or otherwise, the accuracy or inaccuracy of or compliance with any such representation, warranty or covenant. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, will not affect a party’s right to indemnification, payment of damages or other remedies based on such representations, warranties and covenants.

11.5. Exclusive Remedy. FROM AND AFTER THE APPLICABLE CLOSING, THE PARTIES AGREE AND ACKNOWLEDGE THAT THE INDEMNIFICATION RIGHTS PROVIDED IN THIS ARTICLE XI SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF THE PARTIES TO THIS AGREEMENT FOR BREACHES OF THIS AGREEMENT AND FOR ALL DISPUTES ARISING UNDER OR RELATING TO THIS AGREEMENT AND ANY ADDITIONAL AGREEMENTS OR DOCUMENTS EXECUTED OR DELIVERED IN OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT FOR POST-CLOSING COVENANTS, CASES WHERE SPECIFIC PERFORMANCE IS AVAILABLE AS A REMEDY AND EXCEPT IN CASES OF FRAUD.

ARTICLE XII

DISPUTE RESOLUTION

12.1. Governing Law. EXCEPT AS PROVIDED IN THIS SECTION 12.1, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES. NOTWITHSTANDING THE FOREGOING, THE PARTIES HERETO AGREE THAT ALL PROVISIONS OF THIS AGREEMENT OR THE

LEASE RELATING TO THE CREATION OF THE LEASEHOLD ESTATE AND ALL REMEDIES RELATING TO THE RECOVERY OF POSSESSION OF ALL OR ANY PORTION OF THE REAL PROPERTY (SUCH AS AN ACTION FOR UNLAWFUL DETAINER OR OTHER SIMILAR ACTION) SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE APPLICABLE PORTION OF THE REAL PROPERTY IS LOCATED.

12.2. Jurisdiction and Venue. THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THE STATE OF ALABAMA. EXCEPT AS PROVIDED IN THIS SECTION 12.12, THE PARTIES AGREE THAT ANY ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT AND TRIED EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN THE STATE OF ALABAMA. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. FURTHER, THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY CLAIM THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY CERTIFIED MAIL ADDRESSED TO A PARTY AT THE ADDRESS DESIGNATED PURSUANT TO SECTION 13.2 SHALL BE EFFECTIVE SERVICE OF PROCESS AGAINST SUCH PARTY FOR ANY ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT MAY BE ENFORCED IN ANY OTHER COURT TO WHOSE JURISDICTION ANY OF THE PARTIES IS OR MAY BE SUBJECT. NOTWITHSTANDING THE FOREGOING, THE PARTIES FURTHER AGREE THAT ALL ACTIONS AND PROCEEDINGS RELATING TO THE CREATION OF THE LEASEHOLD ESTATE AND ALL REMEDIES RELATING TO THE RECOVERY OF POSSESSION OF ALL OR ANY PORTION OF THE REAL PROPERTY (SUCH AS AN ACTION FOR UNLAWFUL DETAINER OR OTHER SIMILAR ACTION) MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF THE STATE WHERE THE APPLICABLE PORTION OF THE REAL PROPERTY IS LOCATED.

12.3. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY PARTY OR ANY EXERCISE OF ANY PARTY OF THEIR RESPECTIVE RIGHTS HEREUNDER OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE ASSETS (INCLUDING ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR MPT TO ENTER INTO THIS AGREEMENT.

ARTICLE XIII

MISCELLANEOUS

13.1. Assignment. Except as expressly permitted herein, this Agreement is not assignable by any party without the prior written consent of the other parties. Notwithstanding the foregoing, the MPT Parties may at any time and without the consent of FirstChoice or any other FirstChoice Party assign all of their rights and obligations hereunder to any Person other than any Person whose primary business is the provision of physician-staffed emergency room or urgent care medical services (a “Non-Permissible Assignee”); provided, however, that (a) no such assignment shall relieve or release the MPT Parties from their obligations hereunder, and (b) if there shall exist any Event of Default (under and as defined in the Master Lease), the MPT Parties may assign all of their rights and obligations hereunder to any Person, including, without limitation, a Non-Permissible Assignee. Notwithstanding the foregoing, so long as no Event of Default (as defined in the Master Lease) is outstanding under the Master Lease, the FirstChoice Parties may at any time and without the consent of MPT or any of the MPT Parties assign all or any portion of their respective rights and obligations hereunder to any Person in connection with (i) a Permitted Sale Transaction (as defined in the Master Lease), or (ii) any other transfer (be it by merger, consolidation, sale, assignments or otherwise) of all or substantially all of the assets of FirstChoice, so long as following the consummation of such transfer, the assignee of FirstChoice is in pro forma compliance with the covenants set forth in Section 16.1(1) of the Master Lease.

13.2. Notice. All notices, demands, consents, approvals, requests and other communications required or permitted to be provided under this Agreement shall be in writing (except where specifically stated otherwise herein) and shall be (a) delivered in person, (b) sent by certified mail, return receipt requested, (c) delivered by a recognized delivery service, or (d) sent by facsimile transmission and addressed as follows:

If to any FirstChoice	c/o First Choice ER, LLC
Party:	2491 S. Lake Vista, Suite 200
	Lewisville, Texas 75067
	Attn: Chief Development Officer
	Telephone: (972) 899-6666
	Facsimile: (972) 899-6664

With a copy to:	First Choice ER, LLC
	2491 S. Lake Vista, Suite 200
	Lewisville, Texas 75067
	Attn: Legal Department
	Telephone: (972) 899-6666
	Facsimile: (972) 899-6664

With a copy to:	DLA Piper LLP (US)
	203 North LaSalle Street, Suite 1900
	Chicago, Illinois 60601 1293
	Attn: Merle Teitelbaum Cowin,Esq.
	Telephone: (312) 368-4089
	Facsimile: (312) 630-7419

If to any MPT Party:	c/o MPT Operating Partnership, L.P.
	1000 Urban Center Drive, Suite 501
	Birmingham, AL 35242
	Attn: Legal Department
	Telephone: (205) 969-3755
	Facsimile: (205) 969-3756

With a copy to:	Baker, Donelson, Bearman, Caldwell &
	Berkowitz, PC
	420 20th Street North, Suite 1400
	Birmingham, Alabama 35203
	Attn: Thomas O. Kolb, Esq.
	Telephone: (205) 250-8321
	Facsimile: (205) 488-3721

or to such other address as either party may hereafter designate in writing, and shall be effective upon receipt. A notice, demand, consent, approval, request and other communication shall be deemed to be duly received if delivered in person or by a recognized delivery service, when left at the address of the recipient and if sent by facsimile, upon receipt by the sender of an acknowledgment or transmission report generated by the machine from which the facsimile was sent indicating that the facsimile was sent in its entirety to the recipient’s facsimile number; provided that if a notice, demand, consent, approval, request or other communication is served by hand or is received by facsimile on a day which is not a Business Day, or after 5:00 p.m. on any Business Day at the addressee’s location, such notice or communication shall be deemed to be duly received by the recipient at 9:00 a.m. (based upon Birmingham, Alabama time) on the first Business Day thereafter.

13.3. Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end of the next succeeding Business Day.

13.4. Captions. The section and paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement.

13.5. Entire Agreement; Modification. This Agreement, including the Exhibits and Schedules attached hereto, and other written agreements executed and delivered at the Applicable Closings by the parties, constitute the entire agreement and understanding of the

parties with respect to the subject matter of this Agreement. This Agreement supersedes any prior oral or written agreements between the parties with respect to the subject matter of this Agreement. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants, and conditions set forth in this Agreement, and that no modification of this Agreement and no waiver of any of its terms and conditions shall be effective unless it is made in writing and duly executed by the parties.

13.6. Schedules and Exhibits. All Schedules and Exhibits referred to in this Agreement shall be deemed a part of this Agreement and are hereby incorporated herein by reference. The statements in the Schedules referred to in this Agreement, and those in any supplement thereto, relate only to the provisions in the Section of this Agreement to which they expressly relate and not to any other provision in this Agreement. Further, nothing set forth in such Schedule shall be deemed adequate to disclose an exception to a representation or warranty related thereto unless such Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail.

13.7. Further Assurances. From time to time after the Applicable Closing and without further consideration, each party shall execute and deliver to the other such instruments of sale, transfer, conveyance, assignment, consent or other instruments as may be reasonably requested in order to carry out the purpose and intent of this Agreement.

13.8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Executed signature pages to this Agreement may be delivered by facsimile transmission or by e-mail and any such signature page shall be deemed an original.

13.9. Expenses. FirstChoice shall be responsible for the payment of all Closing Costs, Pursuit Costs and all other reasonable expenses incurred by the parties in connection with the transactions contemplated hereby; provided, that such costs and expenses with respect to each Real Property shall be included in the budget for each New Project and funded by the MPT Lessors in accordance with the applicable Project Development Agreement. The parties acknowledge that FirstChoice has delivered to MPT an expense deposit in the amount of One Hundred Thousand Dollars ($100,000) (the “Expense Deposit”). At the First Closing, MPT shall refund the Expense Deposit to FirstChoice. The provisions of this Section 13.9 shall survive the termination of this Agreement.

13.10. Public Announcements. FirstChoice and MPT agree that public announcements, if any, concerning the subject matter of this Agreement shall be mutually approved in advance; provided, however, that, notwithstanding any provision hereof to the contrary, but subject to the provisions of the Confidentiality Agreement, without the prior approval of the other party, FirstChoice or MPT or their respective Affiliates, may (a) disclose that it has entered into this Agreement and may provide and disclose information regarding this Agreement, the parties to this Agreement, the Master Lease, the Real Property, the Assets and such additional information which such party may reasonably deem necessary, to its proposed investors in connection with a public offering or private offering of securities, or any current or prospective lenders with respect to its financing, and to investors, analysts and other parties in connection with earnings calls and other normal communications with investors, analysts and other parties, (b) release information

required to be disclosed pursuant to applicable law, including, without limitation, federal and state securities laws and the rules and regulations of the NYSE or NASDAQ, and (c) include any information in a prospectus, prospectus supplement or other offering circular or memorandum in connection with public or private capital raising or other activities undertaken by such party.

13.11. Right to Specific Performance. Each of the parties hereto agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur if a party breaches its obligations under this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated herein). Accordingly, each party acknowledges and agrees that the other parties shall be entitled to an injunction, specific performance and other equitable relief to prevent any such breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity (including the recovery of damages from the other party), without proving actual damages or posting any bond or other security in connection with any such order or injunction. Each party agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.

13.12. Binding Effect; No-Third Party Beneficiaries. This Agreement shall bind and inure to the benefit of the parties and their successors and assigns; provided, however, that (a) this Agreement shall not inure to the benefit of any assignee pursuant to an assignment which violates the terms of this Agreement and (b) neither this Agreement nor any other agreement contemplated in this Agreement shall be deemed to confer upon any Person not a party to this Agreement or such other agreement any rights or remedies contained in this Agreement or such other agreement as a third party beneficiary hereof, thereof, or otherwise.

13.13. Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

13.14. Joint and Several Obligations. Whenever any provision of this Agreement refers to the joint and several liability of parties hereto, the other parties hereto may enforce such provision against any one or more or all of such parties.

[Signatures Appear on the Following Pages.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date first written above.

	MPT:

	MPT OPERATING PARTNERSHIP, L.P.

	By:	/s/ R. Steven Hamner
	Name:	R. Steven Hamner
	Title:	Executive Vice President and CFO

	FIRSTCHOICE:

	FIRST CHOICE ER, LLC

	By:	/s/ Timothy L. Fielding
	Name:	Timothy L. Fielding
	Title:	CFO

EXHIBIT A

FORM COST OVERRUN GUARANTY

A-1

COST OVERRUN GUARANTY

THIS COST OVERRUN GUARANTY (this “Guaranty”) is made this [ ] day of [ ], 201[ ], by FIRST CHOICE ER, LLC, a Texas limited liability company (“Guarantor”), for the benefit of [MPT OF ], a Delaware [ ] (together with its permitted successors and assigns, “Owner”):

RECITALS:

A. Owner owns fee title to the real property located at (the “Property”).

B. Owner, Guarantor, [FirstChoice Sub #1, a (“Lessee”), and , a (“Developer”), have entered into that certain Project Funding and Development Agreement dated , 20 (as the same may be modified, amended or restated from time to time, the “PFDA”), pursuant to which Developer has agreed develop and improve the Property as an approximately square foot standalone emergency room facility (the “Project”) and Owner has agreed to fund the development and construction of the Project, upon the terms and conditions set forth therein. Capitalized terms that are not otherwise defined in this Guaranty shall have the respective meanings that such terms have in the PFDA.

C. Owner and Lessee have entered into that certain Master Lease Agreement dated ,2013 (as the same may be modified, amended or restated from time to time, the “Master Lease”), pursuant to which Lessee has agreed to lease the Project from Owner, upon the terms and conditions set forth therein.

D. As a condition to entering into the PFDA and the Master Lease, Owner requires that Guarantor provide this Guaranty.

E. Guarantor is an affiliate of Lessee and will derive substantial economic and other benefits from the development of the Project and the Master Lease.

AGREEMENT:

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the matters described in the foregoing Recitals, which Recitals are incorporated herein and made a part hereof, Guarantor agrees as follows:

1. Guaranty. Subject to the terms and condition of this Guaranty, Guarantor absolutely, unconditionally and irrevocably guarantees to Owner the following (the “Guaranteed Obligations”):

a. the payment to Owner of all Cost Overruns (defined below), such payment to be made to Owner within ten (10) days after demand from Owner, provided, however, that at no time shall the aggregate liability of Guarantor for Cost Overruns and for

obligations owing under the PFDA exceed the Construction Period Maximum Liability (defined below); and

b. the payment of all Enforcement Costs (as defined below).

As used in this Guaranty:

(i) “Cost Overruns” shall mean the amount, if any, by which the aggregate amount of Actual Development and Construction Costs (defined below) for the Project exceeds the aggregate amount of Budgeted Development and Construction Costs (defined below) for the Project.

(ii) “Actual Development and Construction Costs” shall mean the actual out-of-pocket costs and expenses incurred by Owner for construction and development costs (including both hard and soft costs) of the Project in accordance with the PFDA, through Completion, but excluding (x) any Construction Period Accrual, (y) any acquisition costs for the Property, and (z) any Force Majeure Costs (defined below).

(iii) “Budgeted Development and Construction Costs” shall mean the Total Funding Amount, less (x) the amount of the Construction Period Accrual (in any) set forth in the Development Budget, and (y) any acquisition costs for the Property.

(iv) “Construction Period Maximum Liability” as of any date shall mean the sum of (A) 89.95% of the then incurred Actual Development and Construction Costs for the Project that are properly capitalizable under US GAAP incurred as of such date, minus (B) the sum of (i) any payments previously paid by Guarantor or Master Lessee in connection with the Project which have been future valued at [insert lessee’s incremental borrowing rate used to classify the lease under ASC 840 (FAS 13)] to such point in time, and (ii) the present value of any future payments in connection with the Project, discounted at [insert lessee’s incremental borrowing rate used to classify the lease under ASC 840 (FAS 13)], that Guarantor or Master Lessee is obligated to make, but in each case excluding payments that are not required to be included in the calculation of Guarantor’s or Master Lessee’s maximum guaranty amount under ASC 840-40-55 (EITF 97-10).

(v) “Force Majeure Costs” shall mean shall mean (A) all costs and expenses incurred by Owner or Developer to restore the Project in connection with a Force Majeure Event (including (1) all capitalized interest and other collateral costs and carrying costs accruing on such cost necessary to repair and restore damage caused by such Force Majeure Event, and (2) all capitalized interest and other collateral costs and carrying costs accruing as a result of time delays necessary to repair and restore damage caused by such Force Majeure Event) less the amount of all insurance proceeds applied to the restoration of the

Project and (B) to the extent the Project is not restored following such Force Majeure Event, the reduction, if any, in fair market value of the Project as a result of such Force Majeure Event.

(vi) “Force Majeure Event” shall mean the occurrence of one or more events that causes damage to the Project or any portion thereof caused by Owner or Owner’s employees, act of God, including fire, floods, tornadoes, hurricanes or any other causes, unless such damage was caused by Guarantor, Master Lessee or any of their respective employees.

2. Waiver of Defenses. Guarantor agrees that the obligations, covenants and agreements of Guarantor under this Guaranty shall not be affected or impaired by any act of Owner, or any event or condition except full performance of the Guaranteed Obligations. Guarantor agrees that, without full performance of the Guaranteed Obligations, the liability of Guarantor hereunder shall not be discharged, and Guarantor waives any defense based on (a) lack of authority or bankruptcy or insolvency of the Owner, Developer, Master Lessee or any other person or entity; (b) any failure of Owner to commence action against the Developer or any other person or entity, or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of Developer or any other person or entity; (c) any election of remedies by the Owner or any other person or entity which destroys or otherwise impairs any subrogation rights of Guarantor or the right of Guarantor to proceed against Developer, Owner or any other person or entity for reimbursement; (d) any failure on the part of the Owner to ascertain the extent or nature of the liability of any person or entity liable for the obligations of Developer under the PFDA, or any failure on the part of Owner or any other person or entity to disclose to Guarantor any material facts affecting the obligations of Developer under the PFDA; (e) any lack of acceptance or notice of acceptance of this Guaranty by Owner; (f) any lack of presentment, demand, protest, or notice of demand, protest, nonpayment or nonperformance with respect to the obligations of Developer under the PFDA; (g) any lack of due diligence by Owner in obtaining reimbursement from any person or entity now or hereafter liable for the obligations of Developer under the PFDA; (h) any deficiency in the ability of Owner to collect from any persons or entities now or hereafter liable for the obligations of Developer under the PFDA; (i) the renewal or extension of time for the payment or performance of the Guaranteed Obligations or any other agreement relating to the Guaranteed Obligations, whether made with or without the knowledge or consent of Guarantor; (j) any transfer, waiver, compromise, settlement, surrender or release of the provisions of the PFDA (provided that the PFDA shall not be modified or amended and no Change Order will be approved by Owner without the prior written consent of Guarantor); (k) the existence of any defenses to enforcement of the provisions of the PFDA other than mandatory counter-claims; (1) the existence of any set-off, claim, reduction or diminution of the Guaranteed Obligations, or any defense of any kind or nature, which Guarantor may have against Developer, Owner or any other person or entity or which any party has against Owner; (m) the addition of any and all other indorsers, guarantors, obligors and other persons liable for the payment and performance of the Guaranteed Obligations and the acceptance of any and all other security for the payment and performance of the Guaranteed Obligations; all whether or not Guarantor shall have had notice or knowledge or any act or omission referred to in the foregoing clauses (a) through (m) of this Paragraph. Guarantor intends that Guarantor shall remain liable hereunder as a principal until all Guaranteed Obligations shall have been

satisfied in full, notwithstanding any fact, act, event or occurrence which might otherwise operate as a legal or equitable discharge of a surety or guarantor.

3. Unconditional Liability. This is a guaranty of payment and performance and not a guaranty of collection. The liability of Guarantor under this Guaranty shall be direct and immediate and not conditional or contingent on the pursuit of any remedies against Developer, Master Lessee or any other person or entity. Upon a default in payment or performance of any of the Guaranteed Obligations, Owner may enforce its rights, powers and remedies under the PFDA or hereunder, in any order, without demand or notice of any kind (except notice and cure periods as may be required by the PFDA), and without exercising any rights or remedies against Developer or any other person or entity, and all such rights, powers and remedies available to the Owner shall be nonexclusive and cumulative of all other available rights, powers and remedies. If any of the Guaranteed Obligations are partially paid or partially performed, for whatever reason, this Guaranty shall remain in full effect, and Guarantor shall remain liable for the entire remaining unpaid or unperformed Guaranteed Obligations.

4. Waiver of Exemptions. Guarantor waives, to the fullest extent permitted by law, all rights to the benefits of any moratorium, reinstatement, marshaling, forbearance, valuation, stay, extension, redemption, appraisement, and exemption now or hereafter provided by any applicable law.

5. Enforcement Costs. If: (i) this Guaranty is placed in the hands of one or more attorneys for collection or is collected through any legal proceeding; (ii) one or more attorneys is retained to represent Owner in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Guaranty or (iii) one or more attorneys is retained to represent Owner in any other proceedings whatsoever in connection with this Guaranty, then Guarantor shall pay to Owner upon demand all reasonable attorneys’ fees, costs and expenses, including, without limitation, court costs, filing fees, and all other costs and expenses incurred in connection therewith (all of which are referred to herein as “Enforcement Costs”), in addition to all other amounts due hereunder.

6. Modification of Guaranty. This Guaranty may not be changed orally and no obligation of Guarantor can be released or waived by Owner except by a writing signed by the Owner. This Guaranty shall be irrevocable by Guarantor until all Guaranteed Obligations have been completely satisfied. This Guaranty shall be reinstated if any payment received Owner from Guarantor is returned or rescinded due to any law relating to bankruptcy, insolvency or other relief of debtors or for any other reason.

7. Subrogation. Until all of the Guaranteed Obligations guaranteed hereunder have been satisfied and discharged in full, (a) Guarantor shall not exercise its right of subrogation and (b) Guarantor waives any right to enforce any remedy which it now has or may hereafter have against Lessee, any other guarantor or any other party to any of the Transaction Documents, or any other documents entered into in connection therewith, and any benefit of, and any right to participate in, any security or other assets now or hereafter held by Owner with respect to the Master Lease, the other Transaction Documents or any other document or instrument entered into in connection therewith.

8. Binding Effect; No Third Party Beneficiaries. This Guaranty shall bind and inure to the benefit of Owner and its successors and assigns, and Owner’s successors and permitted assigns shall be entitled to enforce performance and observance of this Guaranty to the same extent Owner is entitled to do so; provided, however, that (a) this Guaranty shall not inure to the benefit of any assignee pursuant to an assignment which violates the terms of this Guaranty; and (b) this Guaranty shall not be deemed to confer any rights or remedies contained in this Guaranty upon any Person not a party or made subject to this Guaranty (other than Owner).

9. Governing Law; Jurisdiction. This Guaranty and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts made and performed in such State, without giving effect to conflicts of law principles. To the fullest extent permitted by law, Guarantor hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Guaranty. Any legal suit, action or proceeding against Guarantor or Owner arising out of or relating to this Guaranty shall be instituted in any federal or state court in the State of Alabama, and Guarantor waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding.

10. Notices. All notices, demands, consents, approvals, requests and other communications under this Guaranty shall be in writing and shall be either (a) delivered in person, (b) sent by certified mail, return receipt requested, (c) delivered by a recognized delivery service, or (d) sent by facsimile transmission and addressed as follows:

Address of Owner:	c/o MPT Operating Partnership, L.P.
	1000 Urban Center Drive, Suite 501
	Birmingham, Alabama 35242
	Attn: Legal Department
	Fax: (205) 969-3756

With a copy to:	Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
	1400 Wells Fargo Tower
	420 North 20th Street
	Birmingham, Alabama 35203
	Attn: Thomas O. Kolb, Esq.
	Fax: (205) 488-3721

Address of Guarantor:	First Choice ER, LLC
	2941 S. Lake Vista, Suite 200
	Lewisville, Texas 75067
	Attn: Chief Development Officer
	Fax: (972) 899-6664

With copies to:	First Choice ER, LLC
	2491 S. Lake Vista, Suite 200

	Lewisville, Texas 75067
	Attn: Legal Department
	Fax: (972) 899-6664

	DLA Piper LLP (US)
	203 N. LaSalle Street, Suite 1900
	Chicago, Illinois 60601
	Attn: Merle Teitelbaum Cowin, Esq.
	Fax: (312) 630-7419

11. Severability. Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

12. No Waiver. No failure by any party to insist upon the strict performance of any term of this Guaranty or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial performance under the terms of this Guaranty during the continuance of any such breach, shall constitute a waiver of any such breach or any such term. To the extent permitted by law, no waiver of any breach shall affect or alter this Guaranty, which shall continue in full force and effect with respect to any other then existing or subsequent breach. The parties agree that no waiver shall be effective hereunder unless it is in writing.

13. Tolling of Statute of Limitations. Any act or circumstance that shall toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the liability of Guarantor for the Guaranteed Obligations.

14. Assignment. This Guaranty is not assignable by Guarantor without the prior written consent of Owner. Owner may at any time and without the consent of Guarantor assign all of its rights and obligations hereunder to any other Person in connection with an assignment of the applicable Project Development Agreement in accordance with the terms thereof.

15. Necessary Action. Guarantor and Owner shall perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Guaranty.

16. Entire Agreement. This Guaranty supersedes all prior discussions and agreements among the parties with respect to the subject matter hereof and contains, together with the PFDA and the Master Lease, the entire understanding among the parties with respect to the subject matter hereof.

17. Descriptive Headings. Headings and other similar references are for the purpose of facilitating reference to this Guaranty and do not supplement, limit or otherwise vary the text of this Guaranty.

18. References. References to Sections shall be deemed to refer to the appropriate Sections of this Guaranty. Unless otherwise specified in this Guaranty, the terms “herein,” “hereof,” “hereunder” and other terms of like or similar import, shall be deemed to refer to this Guaranty as a whole, and not to any particular Section hereof. The term “including” shall mean including, without limitation.

19. Individual Enforcement. Owner shall be entitled to enforce this Guaranty and to take any action with respect hereto without any requirement to join any party (other than Guarantor) in any such enforcement or other action.

20. Time of Essence. Time is of the essence with respect to payment and performance of the Guaranteed Obligations.

Executed as of the date first written above.

	FIRST CHOICE ER, LLC, a Texas limited
	liability company


	By:
	Name:
	Title:

EXHIBIT B

FORM GUARANTY

B-1

GUARANTY

THIS GUARANTY (this “Guaranty”) is made and entered into as of this day of , 2013, by FIRST CHOICE ER, LLC, a Texas limited liability company (“Guarantor”), for the benefit of MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“MPT”), and the Lessors (as herein defined) (MPT and the Lessors, together with their respective permitted successors and permitted assigns, the “Beneficiary”).

W I T N E S S E T H:

WHEREAS, Guarantor and MPT are parties to that certain Master Funding and Development Agreement, dated as of , 2013, relating to (a) the acquisition and development of multiple parcels of real property and (b) the leasing of such real property by affiliates of MPT (each a “Lessor” and collectively the “Lessors”) to affiliates of Guarantor (each a “Lessee” and collectively the “Lessees”) (as the same may be amended, modified, supplemented and restated from time to time, the “Master Funding and Development Agreement”);

WHEREAS, Lessors and Lessees have entered into that certain Master Lease Agreement, dated as of , 2013, relating to the real property that either has been or will be acquired by Lessors pursuant to the Master Funding and Development Agreement (as the same may be amended, modified, supplemented and restated from time to time, the “Master Lease”);

WHEREAS, each Lessor and Lessee either have or will enter into a Project Funding and Development Agreement pursuant to the terms of the Master Funding and Development Agreement (as the same may be amended, modified and restated from time to time, the “Project Development Agreements”) relating to the development of the Leased Property (as defined in the Master Lease);

WHEREAS, Guarantor directly or indirectly owns equity interests in the Lessees; and

WHEREAS, Guarantor desires to guarantee unconditionally the Obligations (as herein defined) upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises, representations, warranties, mutual covenants and agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby covenants and agrees as follows:

1. Defined Terms. The following terms shall have the respective meanings ascribed to them in this Section 1:

Affiliate: With respect to any Person (i) any Person that, directly or indirectly, controls or is controlled by or is under common control with such Person, (ii) any other Person that owns, beneficially, directly or indirectly, 10% or more of the outstanding capital stock, shares or equity interests of such Person, or (iii) any officer, director, employee, partner, member, manager or trustee of such Person or any Person controlling, controlled by or under common control with such Person (excluding trustees and persons serving in similar capacities who are not otherwise an Affiliate of such Person). For the purposes of this definition, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to

any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities or otherwise.

Event of Default: As defined in Section 4.

Obligations: All obligations, duties and liabilities of the Lessees under or pursuant to (a) the Master Lease; and (b) all obligations arising under any and all renewals, increases, and substitutions, amendments and extensions of the liabilities or obligations under the Master Lease.

Person: An individual, a corporation, a limited liability company, a general or limited partnership, an unincorporated association, a joint venture, a Governmental Body or another entity or group.

2. Guaranty. Guarantor hereby absolutely, unconditionally and irrevocably guarantees to and for the benefit of Beneficiary, the full and prompt payment, performance and discharge of the Obligations. Upon the occurrence of an Event of Default (as defined herein), Guarantor shall perform or cause Lessee to perform such obligations, as if they constituted the direct and primary obligations of Guarantor. Beneficiary may, in its sole discretion, seek satisfaction of such Obligations from either or both of Lessee and Guarantor. The obligations and liabilities of Guarantor hereunder are continuing, absolute and unconditional, shall not be subject to any counterclaim, recoupment, set-off, reduction or defense based upon any claim that Guarantor may have against Lessee, Lessor or any of their respective Affiliates, officers, directors, members, shareholders, employees, agents and representatives, and shall remain in full force and effect until all of the Obligations guaranteed hereby have been paid, performed and discharged in full, without regard to, and without being released, discharged, impaired, modified or in any way affected by, the occurrence from time to time of the following events, circumstances or conditions, whether or not Guarantor shall have knowledge or notice thereof or shall have consented thereto:

(a) the failure or refusal to give notice to Guarantor;

(b) the compromise, settlement, release or termination with Lessee of any or all of the obligations, covenants or agreements of Lessee under the Master Lease, or the amendment, modification, restatement or forgiveness of the Master Lease;

(c) any consent, extension or indulgence under or in respect of any exercise or non-exercise of any right, remedy, power or privilege under or with respect to any of the Obligations guaranteed hereby;

(d) the assignment of the Master Funding and Development Agreement or the Master Lease by MPT or any applicable Beneficiary or Lessee (to the extent permitted under the Master Funding and Development Agreement or the Master Lease); or

Lessee, or any of their respective assets, or any action taken by any trustee or receiver or by any court in any such proceeding, or the disaffirmance, rejection or postponement in any such proceeding, of any of the Beneficiary’s, Guarantor’s or Lessee’s covenants, obligations, undertakings or agreements.

3. Representations and Warranties of Guarantor. Guarantor hereby represents and warrants to Beneficiary that (a) Guarantor has full legal right, power and authority to enter into this Guaranty, to incur the obligations provided for herein, and to execute and deliver the same to Beneficiary; (b) this Guaranty has been duly executed and delivered by Guarantor and constitutes Guarantor’s valid and legally binding obligation, enforceable against Guarantor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and similar laws affecting the enforcement of creditor’s rights or contractual obligations generally and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equity; (c) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation and performance by Guarantor of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Guarantor, any instrument, contract or other agreement to which Guarantor is a party or by or to which Guarantor or Guarantor’s assets or properties are bound or subject; or any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body; and (e) Guarantor is not a party to or, to the knowledge of Guarantor, threatened in writing with any litigation or judicial, administrative or arbitration proceeding which, if decided adversely to Guarantor, would restrain, prohibit or materially delay the transactions contemplated hereby.

4. Events of Default. An occurrence of any of the following shall constitute an “Event of Default” hereunder:

(a) There shall occur an “Event of Default” under and within the meaning of the Master Lease.

(b) If Guarantor shall fail, refuse or neglect to perform and discharge fully and timely any of its monetary obligations hereunder and, in the case of a non-monetary failure, such failure, refusal or neglect is not cured by Guarantor within a period of thirty (30) days after receipt by Guarantor of written notice thereof from MPT, unless such failure cannot with due diligence be cured within a period of thirty (30) days (in MPT’s reasonable discretion), in which case such failure shall not be deemed to continue so long as Guarantor commences to cure such failure within the thirty (30) day period and proceeds with due diligence to complete the curing thereof within sixty (60) days after receipt by Guarantor of MPT’s notice of default (or such longer period as is reasonably required in the determination of MPT to effect such cure if Guarantor is diligently proceeding to do so); provided however, in no event shall MPT be required to give more than one (1) notice and cure period for Guarantor’s failure to observe or perform the same (or repetitive) covenant or condition in any consecutive twelve (12) month period.

5. Remedies. Upon the occurrence of an Event of Default, the Beneficiary shall have any and all rights and remedies available in law or equity to enforce any failure by Guarantor to fulfill its obligations hereunder. No remedy herein conferred upon or reserved to the Beneficiary hereunder is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every such remedy now or hereafter existing at law or in equity.

6. Waiver of Acceptance, Etc. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Lessee, and/or Guarantor with respect to the Obligations guaranteed hereunder. Without limiting the other provisions of this Section 6, this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of performance and payment without regard to the validity, regularity or enforceability of any obligations or any other collateral security thereof (if any) or other guarantee thereof (if any) or any other circumstance whatsoever (with or without notice to or knowledge of Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the obligations of Guarantor under this Guaranty, in bankruptcy or in any other instance, and the obligations and liabilities of Guarantor hereunder shall not be conditioned or contingent upon the pursuit by Beneficiary or any other person at any time of any right or remedy against Lessee, or against any other person (if any) which may be or become liable in respect of all or any part of the obligations or against any collateral security therefor or guarantee thereof or right of offset with respect thereto (if any). This Guaranty is not merely a guarantee of collection and the obligations of Guarantor hereunder are primary and this guarantee constitutes a guarantee of payment.

7. Subrogation. Until all of the Obligations guaranteed hereunder have been satisfied and discharged in full, (a) Guarantor shall not exercise its right of subrogation and (b) Guarantor waives any right to enforce any remedy which Beneficiary now has or may hereafter have against Lessee, or any other guarantor or any other party to the Master Lease, or any other documents entered into in connection therewith, and any benefit of, and any right to participate in, any security or other assets now or hereafter held by Beneficiary with respect to the Master Lease or any other document or instrument entered into in connection therewith.

8. Severability. Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

9. No Waiver. No failure by any party to insist upon the strict performance of any term of this Guaranty or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial performance under the terms of this Guaranty during the continuance of any such breach, shall constitute a waiver of any such breach or any such term. To the extent permitted by law, no waiver of any breach shall affect or alter this Guaranty, which shall continue in full force and effect with respect to any other then existing or subsequent breach. The parties agree that no waiver shall be effective hereunder unless it is in writing.

10. Tolling of Statute of Limitations. Any act or circumstance that shall toll any statute of limitations applicable to the Obligations guaranteed hereby shall also toll the statute of limitations applicable to the liability of Guarantor for the Obligations guaranteed by this Guaranty.

11. Notices. All notices, demands, consents, approvals, requests and other communications under this Guaranty shall be in writing and shall be either (a) delivered in person, (b) sent by certified mail, return receipt requested, (c) delivered by a recognized delivery service, or (d) sent by facsimile transmission and addressed as follows:

if to Guarantor:	First Choice ER, LLC
	2941 S. Lake Vista, Suite 200
	Lewisville, Texas 75067
	Attn: Chief Development Officer
	Phone: (972) 899-6666
	Fax: (972) 899-6664

With copies to:	First Choice ER, LLC
	2491 S. Lake Vista, Suite 200
	Lewisville, Texas 75067
	Attn: Legal Department
	Phone: (972) 899-6666
	Fax: (972) 899-6664

	DLA Piper LLP (US)
	203 North LaSalle Street, Suite 1900
	Chicago, Illinois 60601-1293
	Attn: Merle Teitelbaum Cowin, Esq.
	Phone: (312) 368-4089
	Fax: (312) 630-7419

if to any Beneficiary:	c/o MPT Operating Partnership, L.P.
	1000 Urban Center Drive, Suite 501
	Birmingham, Alabama 35242
	Attn: Legal Department
	Phone: (205) 969-3755
	Fax: (205) 969-3756

With a copy to:	Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
	1400 Wells Fargo Tower
	420 North 20th Street
	Birmingham, Alabama 35203
	Attn: Thomas O. Kolb, Esq.
	Phone: (205) 250-8321
	Fax: (205) 488-3721

provided that if a notice, demand, consent, approval, request or other communication is served by hand or is received by facsimile on a day which is not a Business Day (as defined in the Master Lease), or after 5:00 p.m. on any Business Day at the addressee’s location, such notice or communication shall be deemed to be duly received by the recipient at 9:00 a.m. (based upon Birmingham, Alabama time) on the first Business Day thereafter.

12. Governing Law. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES.

13. Jurisdiction and Venue. GUARANTOR CONSENTS TO PERSONAL JURISDICTION IN THE STATE OF ALABAMA. GUARANTOR AGREES THAT ANY ACTION OR PROCEEDING ARISING FROM OR RELATED TO THIS GUARANTY SHALL BE BROUGHT AND TRIED EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN JEFFERSON COUNTY, ALABAMA. GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. GUARANTOR EXPRESSLY ACKNOWLEDGES THAT THE STATE OF ALABAMA IS A FAIR, JUST AND REASONABLE FORUM AND AGREE NOT TO SEEK REMOVAL OR TRANSFER OF ANY ACTION FILED BY ANY OF THE OTHER PARTIES IN SAID COURTS. FURTHER, GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY CLAIM THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY CERTIFIED MAIL ADDRESSED TO GUARANTOR AT THE ADDRESS DESIGNATED PURSUANT TO SECTION 11 SHALL BE EFFECTIVE SERVICE OF PROCESS AGAINST GUARANTOR FOR ANY ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT MAY BE ENFORCED IN ANY OTHER COURT TO WHOSE JURISDICTION ANY OF THE PARTIES IS OR MAY BE SUBJECT.

14. Expenses. The Beneficiary shall be entitled to recover all reasonable costs associated with enforcing the provisions of this Guaranty in the event of a breach hereof by Guarantor, including, without limitation, courts costs and reasonable attorneys’ fees.

15. Entire Agreement; Modification. This Guaranty and other written agreements executed and delivered by the parties in connection with this Guaranty, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Guaranty. This Guaranty supersedes any prior oral or written agreements between the parties with respect to the subject matter of this Guaranty. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants, and conditions set forth in this Guaranty, and that no modification of this Guaranty and no waiver of any of its terms and conditions shall be effective unless it is made in writing and duly executed by the parties.

16. Assignment. This Guaranty is not assignable by Guarantor without the prior written consent of Beneficiary. Beneficiary may at any time and without the consent of Guarantor assign

all of its rights and obligations hereunder to any Person to whom the Master Lease has been assigned in accordance with the provisions thereof.

17. Binding Effect; No Third Party Beneficiaries. This Guaranty shall bind and inure to the benefit of the parties and their successors and assigns, and the Beneficiary’s permitted successors and permitted assigns shall be entitled to enforce performance and observance of this Guaranty to the same extent Beneficiary is entitled to do so; provided, however, that (a) this Guaranty shall not inure to the benefit of any assignee pursuant to an assignment which violates the terms of this Guaranty or the Master Lease; and (b) this Guaranty shall not be deemed to confer any rights or remedies contained in this Guaranty upon any Person not a party or made subject to this Guaranty (other than any Person which constitutes a Beneficiary).

18. Counterparts. This Guaranty may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

19. Necessary Action. Guarantor and Beneficiary shall perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Guaranty.

20. Joint Drafting. Guarantor and Beneficiary and their respective counsel have participated in the drafting and redrafting of this Guaranty and the general rules of construction which would construe any provisions of this Guaranty in favor of or to the advantage of one party as opposed to the other as a result of one party drafting this Guaranty as opposed to the other or in resolving any conflict or ambiguity in favor of one party as opposed to the other on the basis of which party drafted this Guaranty are hereby expressly waived by all parties to this Guaranty.

[Signature appears on following page.]

IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of the date first above written.

	GUARANTOR:

	FIRST CHOICE ER, LLC


	By:
	Name:
	Title:

EXHIBIT C

FORM MASTER LEASE

C-1

MASTER LEASE AGREEMENT

BY AND AMONG

THE ENTITIES LISTED ON SCHEDULE 1(a) ATTACHED HERETO,

collectively, Lessor

AND

THE ENTITIES LISTED ON SCHEDULE 1(b) ATTACHED HERETO,

collectively, jointly and severally, as Lessee

, 2013

TABLE OF CONTENTS

		Page
Article I	DEFINITIONS	2
Article II	LEASED PROPERTY; TERM	17
Article III	RENT	18
3.1	Rent	18
3.2	Additional Charges	19
Article IV	IMPOSITIONS	20
4.1	Payment of Impositions	20
4.2	Adjustment of Impositions	21
4.3	Utility Charges	21
4.4	Insurance Premiums	21
Article V	ABSOLUTE NET LEASE; NO TERMINATION; TERMINATION WITH RESPECT TO FEWER THAN ALL FACILITIES	22
5.1	Absolute Net Lease; No Termination	22
5.2	Termination with Respect to Fewer than all Facilities	22
Article VI	OWNERSHIP OF LEASED PROPERTY AND PERSONAL PROPERTY	23
6.1	Ownership of the Leased Property	23
6.2	Lessee’s Personal Property	23
Article VII	CONDITION AND USE OF LEASED PROPERTY	23
7.1	Condition of the Leased Property	23
7.2	Use of the Leased Property	24
7.3	Lessor to Grant Easements	25
Article VIII	LEGAL AND INSURANCE REQUIREMENTS	25
8.1	Compliance with Legal and Insurance Requirements	25
8.2	Hazardous Materials	26
8.3	Healthcare Laws	26
8.4	Single Purpose Entity	27
8.5	Organizational Covenants	27
Article IX	REPAIRS; RESTRICTIONS	27
9.1	Maintenance and Repair	27
9.2	Encroachments; Restrictions	28
Article X	CONSTRUCTION OF LEASED IMPROVEMENTS; CAPITAL ADDITIONS	29
10.1	Construction of Capital Additions to the Leased Property	29
10.2	Capital Additions Financed by Lessee	29
10.3	Capital Additions Financed by Lessor	30
10.4	Salvage	30
Article XI	LIENS	30
Article XII	PERMITTED CONTESTS	31
12.1	Permitted Contests	31
Article XIII	INSURANCE	31
13.1	General Insurance Requirements	31
13.2	Additional Insurance	34
13.3	Waiver of Subrogation	34
13.4	Form of Insurance	35

TABLE OF CONTENTS

(continued)

		Page
13.5	Increase in Limits	36
13.6	No Separate Insurance	36
Article XIV	FIRE AND CASUALTY	36
14.1	Insurance Proceeds	36
14.2	Reconstruction in the Event of Damage or Destruction Covered by Insurance	37
14.3	Reconstruction in the Event of Damage or Destruction Not Covered by Insurance	38
14.4	Lessee’s Personal Property	38
14.5	Restoration of Lessee’s Property	38
14.6	No Abatement of Rent	38
14.7	Waiver	38
Article XV	CONDEMNATION	38
15.1	Parties’ Rights and Obligations	38
15.2	Total Taking	38
15.3	Partial Taking	38
15.4	Award Distribution	39
Article XVI	DEFAULT	39
16.1	Events of Default	39
16.2	Additional Expenses	46
16.3	No Waiver by Lessor	46
16.4	Waiver of Statutory Rights	46
Article XVII	LESSOR’S RIGHT TO CURE	46
Article XVIII	PURCHASE OF THE LEASED PROPERTY	46
Article XIX	HOLDING OVER	47
Article XX	RISK OF LOSS	47
Article XXI	INDEMNIFICATION	48
Article XXII	ASSIGNMENTS AND SUBLEASING	49
22.1	Assignment and Subleasing	49
22.2	Sublease Limitations	49
22.3	Sublease Subordination and Non-Disturbance	50
Article XXIII	OFFICER’S CERTIFICATES; FINANCIAL STATEMENTS; NOTICES AND OTHER CERTIFICATES	50
Article XXIV	INSPECTION	52
Article XXV	NO WAIVER	52
Article XXVI	REMEDIES CUMULATIVE	53
Article XXVII	SURRENDER	53
Article XXVIII	NO MERGER OF TITLE	53
Article XXIX	TRANSFERS BY LESSOR; LESSOR SEVERANCE RIGHTS	53
29.1	Transfers by Lessor	53
29.2	Severance Rights	54
Article XXX	QUIET ENJOYMENT	55
Article XXXI	NOTICES	55
Article XXXII	APPRAISAL	56
Article XXXIII	PURCHASE RIGHTS	57

TABLE OF CONTENTS

(continued)

		Page
33.1	Lessee’s Option to Purchase	57
33.2	Lessor’s Option to Purchase Lessee’s Personal Property	57
Article XXXIV	SUBSTITUTION RIGHTS	58
34.1	Lessee’s Property Substitution Right	58
34.2	Conditions Precedent to Lessee’s Property Substitution Right	58
34.3	Procedures for Property Substitution	59
34.4	Lessor Costs	60
Article XXXV	FINANCING OF THE LEASED PROPERTY	60
Article XXXVI	RESERVED	60
Article XXXVII	LICENSES AND COMPLIANCE WITH HEALTHCARE LAWS	60
37.1	Maintenance of Licenses	60
37.2	No Transfers or Alterations of Licenses	61
37.3	Termination of Lease or Possession	61
37.4	Material Condition of Lease	62
Article XXXVIII	MISCELLANEOUS	62
38.1	General	62
38.2	Bankruptcy Covenants and Waivers	62
38.3	Lessor’s Expenses	63
38.4	Entire Agreement; Modifications	63
38.5	Lessor Securities Offering and Filings	63
38.6	Non-Recourse as to Lessor	64
38.7	Covenants, Restrictions and Reciprocal Easements	64
38.8	Force Majeure	64
38.9	Management Agreements	65
38.10	Non-Competition	65
38.11	Governing Law	66
38.12	Jurisdiction and Venue	66
38.13	Future Intercreditor Agreements and Subordination Agreements	66
38.14	Letter of Credit	66
38.15	True Lease	67
38.16	Representations and Covenants relating to Certain Facilities	67
38.17	Compliance with Anti-Terrorism Laws	67
38.18	Electronically Transmitted Signatures	67
38.19	Waiver of Jury Trial	68
38.20	Joint and Several Obligations	68
38.21	Counterparts	68
38.22	Specific Performance	68
38.23	Continuation of Defaults	68
38.24	Survival	68
38.25	Joint Drafting	69
Article XXXIX	MEMORANDUM OF LEASE	69

iii

MASTER LEASE AGREEMENT

This MASTER LEASE AGREEMENT (this “Lease”) is dated as of , 2013, and is by and among the entities listed on Schedule 1(a) attached hereto and made a part hereof by reference and incorporation (collectively, the “Lessor”), having their principal office at 1000 Urban Center Drive, Suite 501, Birmingham, Alabama 35242, and the entities listed on Schedule 1(b) attached hereto and made a part hereof by reference and incorporation (collectively, jointly and severally, the “Lessee”), having their principal office at 2941 S. Lake Vista, Suite 200, Lewisville, Texas 75067.

STATEMENT OF INTENT

Subject to Articles V, XIV, XV, XXIX, XXXIII and Section 16.1, this Lease constitutes one unitary, indivisible, non-severable true lease of all the Leased Property. This Lease does not constitute separate leases contained in one document each governed by similar terms. The use of the expression “unitary lease” to describe this Lease is not merely for convenient reference. It is the conscious choice of a substantive appellation to express the intent of Lessor and Lessee in regard to an integral part of this transaction, which is to accomplish the creation of an indivisible lease. Lessor and Lessee agree that from an economic point of view the portions of the Leased Property leased pursuant to this Lease constitute one economic unit and that the Rent and all other provisions have been negotiated and agreed to be based upon a lease of all the portions of the Leased Property as a single, composite, inseparable transaction. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), all provisions of this Lease, including definitions, commencement and expiration dates, rental provisions, use provisions, renewal provisions, breach, default, enforcement, termination and assignment and subletting provisions, shall apply equally and uniformly to all the Leased Property as one unit and are not severable. The economic terms of this Lease would have been substantially different had separate leases or a “divisible” lease been acceptable to Lessor. An Event of Default of any of the terms or conditions of this Lease occurring with respect to any portion of the Leased Property relating to a particular Facility shall constitute an Event of Default under this Lease with respect to all the Leased Property. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), Lessor and Lessee agree that the provisions of this Lease shall at all times be construed, interpreted and applied such that the intention of Lessor and Lessee to create a unitary lease shall be preserved and maintained. Lessor and Lessee agree that for the purposes of any assumption, rejection or assignment of this Lease under 11 U.S.C. Section 365 or any amendment or successor section thereof, this is one indivisible and non-severable lease dealing with and covering one legal and economic unit which must be assumed, rejected or assigned as a whole with respect to all (and only all) the Leased Property.

W I T N E S S E T H:

WHEREAS, Lessor has purchased those [ ()] parcels of real property which constitute the Land (as hereinafter defined), located in the [ , , , , , ] areas, and in the future Affiliates (as hereinafter defined) of Lessor may purchase additional parcels of real property which will be added to and

constitute the “Land” in accordance with the terms and provisions of the Master Funding and Development Agreement (as hereinafter defined);

WHEREAS, each Facility Lessee (as hereinafter defined) has been formed as a wholly owned subsidiary of First Choice ER, LLC, a Texas limited liability company (“First Choice”), in order to lease and operate separate, freestanding emergency medical facilities on the Leased Property (as hereinafter defined), and it is intended that in the future Affiliates of Lessee will be formed as wholly owned subsidiaries of First Choice in order to lease and operate additional freestanding emergency medical facilities on the Leased Property;

WHEREAS, Lessor, Lessee and certain of their respective Affiliates (as hereinafter defined) plan to cause to be developed and constructed the Leased Improvements (as hereinafter defined) relating to certain freestanding emergency medical facilities listed on Schedule 1(c) (each a “Facility”), to be located on the Land and Lessor has agreed to finance the construction of such Leased Improvements in accordance with the Project Development Agreements (as hereinafter defined); and

WHEREAS, Lessor desires to lease the Leased Property to Lessee and Lessee desires to lease the Leased Property from Lessor, upon the terms and conditions hereinafter provided.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I

DEFINITIONS

For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP at the applicable time, (c) all references herein to Articles, Sections, Schedules, parties and Exhibits shall be deemed to refer to Articles, Sections and Schedules of, and parties and Exhibits to, this Lease, unless the context shall otherwise require, and (d) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision.

Acquisition Date: With respect to each Facility, the date of acquisition of the parcel of the Land and any existing improvements relating thereto in accordance with the Master Funding and Development Agreement.

Addendum: An Addendum/Joinder which will be entered into by an Affiliate of Lessor, an Affiliate of Lessee and all entities then constituting Lessor and Lessee, at the time an additional parcel of Land is made subject to this Lease in accordance with the Master Funding and Development Agreement.

Additional Charges: As defined in Section 3.2.

Adjustment Date: Each January 1 during the Term (as hereinafter defined), commencing on January 1, 2015.

AIREA: The American Institute of Real Estate Appraisers, or any successor organization.

Allocated Base Rent: As defined in Section 3.1(a).

Allocated Development Cost: With respect to each Facility, the portion of Total Development Cost relating thereto, plus or minus any adjustments as Lessor and Lessee may agree to from time to time.

Anti-Terrorism Laws: Any laws, statutes and regulations relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the Patriot Act, the laws, statutes and regulations comprising or implementing the Bank Secrecy Act, and the laws, statutes and regulations administered by OFAC.

Award: All compensation, sums or anything of value awarded, paid or received on a total or partial Condemnation.

Bankruptcy Code: Chapter of 11 U.S.C. § 101, et seq.

Base Rent: At any time, the total Allocated Base Rent payable with respect to all Facilities for any applicable period.

Blocked Person: Any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or (e) a Person that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar list.

BOA: Bank of America, N.A.

Business: The operation of each Facility as a freestanding emergency medical facility and the engagement in and pursuit and conduct of any business venture or activity related thereto.

Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which money centers in the New York, New York are authorized or obligated by law or executive order to close.

Capital Additions: With respect to each Facility, (a) non-routine renovations or expansions of buildings, structures or other improvements currently located on that portion of the Leased Property where such Facility is located (or on additional parcels added to such Leased Property), (b) the addition of one or more parcels of land to such portion of the Leased Property (whether by purchase or ground lease), or (c) the addition of one or more new buildings or additional structures placed on such portion of the Leased Property or any such additional parcels of land, including, without limitation, the construction of a new wing or new story.

Capital Addition Cost: With respect to each Facility, the cost of any Capital Additions proposed to be made by Lessee whether or not paid for by Lessee or Lessor. Such cost shall be designated and limited pursuant to a schedule to be agreed upon by the parties prior to commencement of construction of any Capital Addition.

Cash Collections: Any and all payments received for patient related services that are posted to Lessee’s accounting system for a Facility, including, without limitation, any such payments received from patients, insurance companies, managed care and preferred provider organizations, or other payors.

CERCLA: As defined in the definition of “Hazardous Materials Laws.”

Certificate of Occupancy: With respect to each Facility, the certification or other governmental authorization issued by the applicable Governmental Body authorizing the occupancy and operation of the portion of the Leased Property relating to such Facility, which certification may be subject to certain conditions, so long as occupancy is permitted.

Change of Control Transaction: Any transaction, the consummation of which results in First Choice ceasing to own, directly or indirectly, at least fifty-one percent (51%) of the Equity Interests of any Facility Lessee, without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that “Change of Control Transaction” shall not include any Permitted Sale Transaction (as hereinafter defined). For the avoidance of doubt, the entering into of a written agreement (unless the agreement is conditioned on MPT’s approval or will not close until after the expiration of the Term) or the granting of an option to acquire fifty-one percent (51%) or more of the Equity Interests of any Facility Lessee or the issuance of debt convertible into fifty-one percent (51%) or more of the Equity Interests of any Facility Lessee shall be deemed to be the issuance of Equity Interests for purposes of determining whether a Change of Control Transaction has occurred.

Code: The Internal Revenue Code of 1986, as amended.

Combined Lease Payments: For any period with respect to Lessee, the sum of the payment obligations of all Facility Lessees as the lessee under all leases for real property, including, without limitation, this Lease and any intra-company leases for real property; provided, however, that payment obligations with respect to a Facility will not be included until the first calendar month after such Facility has been open for business for six (6) months.

Commencement Date: , 2013.

Completion: The terms “completion,” “complete construction,” “completion of construction” and similar phrases mean, with respect to the portion of the Leased Property relating to each Facility, such time as Lessor receives (i) written certification from the Architect (as defined in the Project Development Agreement for such Facility) that the construction of such portion of the Leased Improvements has been substantially completed in accordance with the Plans and Specifications (as defined in the Project Development Agreement for such Facility) therefor, which certificate shall be in form and substance reasonably satisfactory to Lessor and shall include the written approval of Lessor’s construction inspector noted thereon, and (ii) Lessor has received the Certificate of Occupancy for such portion of the Leased Property; provided, however, that for purposes of determining whether the Rent Commencement Date has occurred with respect to any Facility, Lessor may waive either of these requirements in writing in its sole discretion and, if such waiver is delivered, “Completion” for purposes of such Rent Commencement Date shall mean the date of issuance of the Certificate of Occupancy.

Completion Date: With respect to each Facility, the date of Completion of the Leased Improvements relating to such Facility.

Condemnation: Either (a) the exercise of any governmental power, whether by legal proceedings or otherwise, by a Condemnor or (b) a voluntary sale or transfer by Lessor to any Condemnor, either under threat of Condemnation or while legal proceedings for Condemnation are pending, in all of the foregoing cases with respect to any portion of the Leased Property.

Condemnor: Any public or quasi-public authority, or private corporation or individual, having the power of Condemnation.

Consolidated Cash Flow: For any period, for First Choice and its subsidiaries on a consolidated basis, an amount equal to the sum of (a) consolidated EBITDA for such period, minus (b) income taxes paid in cash during such period, minus (c) tax distributions made during such period, minus (d) management fees during such period.

Consolidated Fixed Charge Coverage Ratio: As of any date of determination, the ratio of (a) Consolidated Cash Flow for the four calendar quarters most recently ended to, (b) Consolidated Fixed Charges for the four calendar quarters most recently ended.

Consolidated Fixed Charges: For any period, for First Choice and its subsidiaries on a consolidated basis, an amount equal to the sum of (a) the cash portion of consolidated interest charges for such period, plus (b) consolidated maintenance capital expenditures for such period, plus (c) consolidated scheduled funded debt payments for such period.

Construction Period: With respect to each Facility, that period of time commencing on the applicable Acquisition Date and ending on the last day of the calendar month during which the Completion Date shall occur.

Construction Period Accrual: With respect to each Facility, an amount equal to the product of (a) the amount all hard and soft costs funded in accordance with the Development Budget for the acquisition of the Land and the development of the Leased Improvements, multiplied on a per

diem basis by (b) the Lease Rate (based upon a 360-day year), with such product being compounded on an annual basis during the Construction Period.

Cost Overrun Guaranty: With respect to each Facility, that certain Cost Overrun Guaranty executed by First Choice in favor of MPT and the applicable Facility Lessor, as the same may be modified, amended or restated from time to time.

CPI: The Consumer Price Index, all urban consumers, all items, U.S. City Average, published by the United States Department of Labor, Bureau of Labor Statistics, in which 1982-1984 equals one hundred (100). If the Consumer Price Index is discontinued or revised during the term of this Lease, such other governmental index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised.

Credit Enhancements: Such documents, instruments and agreements (including without limitation, security agreements, non-competition agreements and guarantees) executed and delivered to Lessor as shall be necessary to provide Lessor with comparable rights, credit enhancements and security as are provided in the Other Agreements and the Letter of Credit, as determined in Lessor’s reasonable discretion.

Date of Taking: The date the Condemnor has the right to possession of the property being condemned.

Declarations: As defined in Section 38.7.

Developer: With respect to each Facility, the “Developer” under and as defined in the applicable Project Development Agreement.

DHHS: As defined in Section 37.1.

EBITDA: For any period, for FirstChoice and its subsidiaries on a consolidated basis, earnings before the deduction of interest, taxes, depreciation and amortization, plus, to the extent deducted in calculating such earnings, (a) expenses incurred during such period to the extent the same have been reimbursed in cash during such period by a third party (other than FirstChoice or any subsidiary), and (b) fees and expenses incurred with respect to regulatory or strategic activities during such period, including any redesign of the physical plant in order to comply with state regulations, all as determined in accordance with GAAP.

EBITDAR: For any period, for all Facility Lessees on a consolidated basis, earnings before the deduction of interest, taxes, depreciation, amortization and rent, plus, to the extent deducted in calculating such earnings, (a) expenses incurred during such period to the extent the same have been reimbursed in cash during such period by a third party (other than FirstChoice or any subsidiary), and (b) fees and expenses incurred with respect to regulatory or strategic activities during such period, including any redesign of the physical plant in order to comply with state regulations, all as determined in accordance with GAAP; provided, that the earnings of a Facility Lessee will not be included until the first calendar month after the Facility owned by such Facility Lessee has been open for business for six (6) months.

Encumbrance: As defined in Article XXXV.

Environmental Indemnification Agreement: That certain Environmental Indemnification Agreement, dated as of the date hereof, by First Choice and each Facility Lessee in favor of Lessor, as the same may be modified, amended or restated from time to time.

Equity Constituents: With respect to any Person, as applicable, the members, general or limited partners, shareholders, stockholders or other Persons, however designated, who are the owners of the issued and outstanding equity or ownership interests of such Person.

Equity Interests: With respect to any Person, the voting power, ownership, or other equitable interests of such Person, including any interest represented by any capital stock, convertible or participating debt instruments, membership interest, partnership interest, or any similar interest therein.

Escalator: As defined in Section 3.1(b).

Escrow Invoice: As defined in Section 3.2.

Events of Default: As defined in Section 16.1.

Extension Notice: As defined in Article II.

Extension Term(s): As defined in Article II.

Facility: Each of the freestanding emergency medical care facilities on the Land as described on Schedule 1(c) and each additional freestanding emergency medical care facility to be located on additional parcels of Land that are made subject to this Lease pursuant to an Addendum.

Facility Instrument: A note (whether secured or unsecured), loan agreement, credit agreement, guaranty, security agreement, mortgage, deed of trust or other agreement pursuant to which a Facility Lender has provided financing to Lessor in connection with any portion of the Leased Property or any part thereof, or financing provided to Lessee, if such financing is provided by Lessor or any Affiliate of Lessor or in connection with a Capital Addition, and any and all renewals, replacements, modifications, supplements, consolidations, spreaders and extensions thereof.

Facility Lender: A holder (which may include any Affiliate of Lessor) of any Facility Instrument.

Facility Lender SNDA: As defined in Article XXXV.

Facility Lessee: The individual lessee which operates a particular Facility. For the avoidance of doubt, all of the Facility Lessees are referred to collectively as Lessee.

Facility Lessor: The individual lessor which owns and leases a particular Facility. For the avoidance of doubt, all of the Facility Lessors are referred to collectively as Lessor.

Facility Loan: A loan made by a Facility Lender.

Fair Market Added Value: With respect to each Facility, the Fair Market Value of the portion of the Leased Property relating to such Facility, including all Capital Additions with respect thereto,

less the Fair Market Value of such portion of the Leased Property determined as if no Capital Additions paid for by Lessee had been constructed with respect thereto.

Fair Market Value: With respect to each Facility, the Fair Market Value of the portion of the Leased Property relating to such Facility, including all Capital Additions with respect thereto, (a) as shall be determined in accordance with the appraisal procedures set forth in Article XXXII or in such other manner as shall be mutually acceptable to Lessor and Lessee, and (b) which shall not take into account any reduction in value resulting from any damage, destruction or condemnation of any part of such portion of the Leased Property or any indebtedness to which such portion of the Leased Property is subject and which encumbrance Lessee or Lessor is otherwise required to remove pursuant to any provision of this Lease or agrees to remove at or prior to the closing of the transaction as to which such Fair Market Value determination is being made. With respect to each Facility and notwithstanding anything contained in this Lease to the contrary, any appraisal of the portion of the Leased Property relating thereto shall assume the Lease is in place for a term of fifteen (15) years, shall not take into account any purchase options and shall not take into account any closing costs customarily paid by either purchaser or seller.

Fair Market Value Purchase Price: With respect to each Facility, the Fair Market Value of the portion of the Leased Property relating thereto, less the Fair Market Added Value with respect to such portion of the Leased Property.

Final Completion Date: The date of Completion of construction of the Leased Improvements on the final parcel of land to be acquired and developed in accordance with the Master Funding and Development Agreement and to be added to the Leased Property hereunder.

Financial Statements: For any fiscal year or other accounting period for Lessee or Guarantor balance sheets, statements of operations and capital accounts, and statements of cash flows setting forth in comparative form the corresponding figures for the year-earlier fiscal period, all prepared in accordance with GAAP.

First Choice: As defined in the Recitals hereof.

Fixed Term: As defined in Article II.

Fixtures: All equipment, machinery, fixtures, and other items of real property, including all components thereof, now and hereafter located in, on, or used in connection with, and that are in each case permanently affixed to or incorporated into the buildings and structures on the Land, including, without limitation, all permanently affixed furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, and built-in oxygen and vacuum systems, all of which, to the greatest extent permitted by law, are hereby deemed by the parties to constitute real estate, together with all replacements, modifications, alterations and additions thereto.

Force Majeure: As defined in Section 38.8.

Full Replacement Cost: As defined in Section 13.1.

GAAP: The United States generally accepted accounting principles and practices as in effect from time to time and applied consistently throughout the periods involved.

Governmental Body: Any United States federal, state or local government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency body or commission, self-regulatory organization, court, tribunal or judicial or arbitral body, including the Securities and Exchange Commission.

Guarantor: First Choice ER, LLC, a Texas limited liability company, its successors and assigns.

Guaranty: That certain Guaranty, dated as of the date hereof, executed and delivered by the Guarantor in favor of Lessor, as the same may be amended, modified and/or restated from time to time.

Hazardous Materials: Any substance, including without limitation, asbestos or any substance containing asbestos and deemed hazardous under any Hazardous Materials Law, the group of organic compounds known as polychlorinated biphenyls, flammable explosives, radioactive materials, infectious wastes, biomedical and medical wastes, chemicals known to cause cancer or reproductive toxicity, pollutants, effluents, contaminants, emissions or related materials, and any items included in the definition of hazardous or toxic wastes, materials or substances under any Hazardous Materials Laws.

Hazardous Materials Laws: Each federal, state and local law and regulation relating to pollution, protection, or preservation of human health or the environment, including ambient air, surface water, ground water, land surface or subsurface strata, and natural resources, and including each law and regulation relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacturing, processing, distribution, use, treatment, generation, storage, containment (whether above ground or underground), disposal, transport or handling of Hazardous Materials, or the preservation of the environment or mitigation of adverse effects thereon and each law and regulation with regard to record keeping, notification, disclosure and reporting requirements respecting Hazardous Materials, including, without limitation, the Resource Conservation and Recovery Act of 1976 (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), as amended by the Superfund Amendments and Reauthorization Act of 1986 (“SARA”), the Hazardous Materials Transportation Act, the Federal Water Pollution Control Act, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Safe Drinking Water Act, and all similar federal, state and local environmental statutes and ordinances, and the regulations, orders, and decrees now or hereafter promulgated thereunder, in each case as amended from time to time.

Health Benefit Laws: Laws relating to the licensure, certification, qualification or authority to transact business relating to the provision of, or payment for, or both the provision of and payment for, health benefits, health care or insurance coverage, including ERISA, COBRA, HIPAA, SCHIP, Medicare, Medi-Caid, CHAMPUS/TriCare, and laws relating to the regulation of workers compensation, utilization review, third-party administrative services, case management and coordination of benefits.

Health Compliance Laws: All applicable laws pertaining to billing, kickbacks, false claims, self-referral, claims processing, marketing, HIPAA security standards for the storage,

maintenance, transmission, utilization and access to and privacy of patient information, and HIPAA and state standards for electronic transactions and data code sets, including, without limitation, the False Claims Act (31 U.S.C. Section 3729 et seq.), the Anti-Kickback Act of 1986 (41 U.S.C. Section 51 et seq.), the Federal Health Care Programs Anti-Kickback Statute (42 U.S.C. Section 1320a-7a(b)), the Stark Law, the Civil Monetary Penalties Law (42 U.S.C. Section 1320a-7a), or the Truth in Negotiations (10 U.S.C. Section 2304 et seq.), Health Care Fraud (18 U.S.C. Section 1347), Mail Fraud (18 U.S.C. Section 1341), Wire Fraud (18 U.S.C. Section 1343), Theft or Embezzlement (18 U.S.C. Section 669), Fraud and False Statements (18 U.S.C. Section 1001), False Statements Relating to Health Care Matters (18 U.S.C. Section 1035), and any other applicable federal health care law or equivalent state statutes, or any rule or regulation promulgated by a Governmental Body with respect to any of the foregoing, as any of the same may be amended, modified and/or restated from time to time.

Healthcare Laws: Health Benefit Laws, Health Compliance Laws and HIPAA.

HIPAA: The Health Insurance Portability and Accountability Act of 1996, as the same may be amended, modified or supplemented from time to time, and any successor statue thereto, and any and all rules or regulations promulgated from time to time thereunder.

Impacted Facility: As defined in Section 14.2(a).

Impartial Appraiser: As defined in Section 13.1(a).

Impositions: Collectively, with respect to each Facility, all civil monetary penalties, fines and overpayments imposed by state and federal regulatory authorities (excluding any penalties or fines caused by the action or inaction of any Lessor or MPT), all Real Estate Taxes, all state and local sales and use taxes, single business, gross receipts, transaction privilege, rent or similar taxes, franchise (including but not limited to taxes based on capital, net worth or assets), license, business entity, annual report fees and other taxes imposed on any business entities, including limited partnerships, limited liability companies and other “pass through” entities, and any such taxes and statutory representation fees imposed on Lessor or Lessor’s Affiliates (including, without limitation, all assessments, charges and costs imposed under the Permitted Exceptions), all assessments for utilities, public improvements or benefits, ground rents, water, wastewater, sewer, sanitary sewer or other rents and charges, excises, tax levies, fees, including, without limitation, impact, development, license, permit, inspection, authorization and similar fees, and all other governmental charges of every kind or nature, , and all other fees, costs and expenses which at any time prior to, during or in respect of the Term may be charged, assessed or imposed on or in respect of or be a lien upon (a) Lessor or Lessor’s interest in the portion of the Leased Property relating to such Facility, (b) such portion of the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, sales from, or activity conducted on, or in connection with, such portion of the Leased Property or the leasing or use of such portion of the Leased Property or any part thereof. Notwithstanding any provision hereof to the contrary, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on net income (whether denominated as a financial institutions or other tax) imposed on Lessor, or (2) any transfer tax of Lessor, or (3) any tax imposed with respect to the sale, exchange or other disposition by Lessor of any portion of the Leased Property or the proceeds thereof, unless such disposition is to Lessee pursuant to the terms of this Lease, or (4) except as expressly provided elsewhere in this

Lease, any principal or interest on any Encumbrance on any portion of the Leased Property, except to the extent that any tax, assessment, tax levy or charge which Lessee is obligated to pay pursuant to the first sentence of this definition and which is in effect at any time during the Term is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (2) is levied, assessed or imposed expressly in lieu thereof, in which case the substitute tax, assessment, tax levy or charge shall be deemed to be an Imposition.

Insurance Premiums: As defined in Section 4.4.

Insurance Requirements: All terms of any insurance policy required by this Lease and all requirements of the issuer of any such policy, and such additional insurance which Lessor may reasonably require.

Intercreditor Agreement: That certain Intercreditor Agreement, dated as of , 2013, between Lessor and BOA, as Administrative Agent for itself and other lenders, relating to First Choice and its subsidiaries, as the same may be modified, amended or restated from time to time.

Joint Commission: As defined in Article XXIII.

Land: The parcels of land described on Exhibit A-1 et seq., attached hereto and incorporated herein by reference, together with all hereditaments, easements, mineral rights, rights of way and other appurtenances related thereto, and any additional parcel or parcels of land acquired by an Affiliate of Lessor and made subject to this Lease pursuant to an Addendum. With respect to each Facility, “Land” shall mean the portion of the Land relating to such Facility or any Capital Additions with respect thereto.

Late Payment Penalty Rate: Shall mean on any date a rate equal to Five Percent (5%).

Lease: As defined in the preamble.

Lease Assignment: Those certain Assignment of Rents and Leases executed by each Facility Lessee in favor of Lessor, as the same may be amended, modified and/or restated from time to time.

Lease Rate: A per annum rate equal to [*].

Leased Improvements: With respect to each portion of the Land relating to a particular Facility, those items described in Article II(b) relating thereto.

Leased Property: With respect to each Facility, those items described in Article II, as well as all Capital Additions thereto.

Legal Requirements: With respect to each Facility and the portion of the Leased Property related thereto, all federal, state, county and municipal governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting such Leased Property, Lessee’s operation of the Business on such portion of the Leased Property, or the construction, use or alteration of such Leased Property (including, without limitation, the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973), whether now or hereafter enacted and in force, including any which may (a) require repairs, modifications, or alterations in

Confidential information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

or to such portion of the Leased Property, or (b) in any way adversely affect the use and enjoyment thereof, and all permits, licenses, authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Lessee, at any time in force affecting such portion of the Leased Property.

Lessee: Each of the entities listed on Schedule 1(b) attached hereto, and each additional Affiliate of Lessee added as a Lessee pursuant to an Addendum, together with their respective successors and permitted assigns, jointly and severally.

Lessor: Each of the entities listed on Schedule 1(c) attached hereto, and each additional Affiliate of Lessor added as a Lessor pursuant to an Addendum, together with their respective successors and permitted assigns.

Lessor Parties: As defined in Section 38.6.

Lessor’s Notice Address: As defined in Section 13.4.

Letter of Credit: As defined in Section 38.14.

Letter of Credit Obligations: All obligations of Lessee and its Affiliates under this Lease and all Other Agreements.

Licenses: As defined in Section 37.1.

Major Repairs: All repairs to the Leased Property of every kind and nature, whether interior or exterior, structural or non-structural (including, without limitation, all parking decks and parking lots), which extend the life of the Leased Property (as opposed to being routine maintenance and repair expenditures), as shall be necessary or appropriate from time to time during the Term.

Management Agreement: Any contract or agreement for the management of operations of the applicable Facility or any Facility Lessee.

Management Company: Any person, firm, corporation or other entity or individual who or which will manage the operations of a Facility Lessee or a Facility.

Master Funding and Development Agreement: That certain Master Funding and Development Agreement, dated as of the date hereof, by and among First Choice and MPT, as the same may be amended, modified and/or restated from time to time.

Material Obligation: Any obligation of any Facility Lessee or any Guarantor (other than any obligations owing to Lessor or any of its Affiliates) which exceeds the lesser of (a) Five Million Dollars ($5,000,000), or (b) as of any date of determination, the enterprise value of Ten Percent (10%) of the Equity Interest in Guarantor (as reflected on Guarantor’s most recent monthly balance sheet delivered to Lessor as required under Article XXIII(b)(iii)).

Medicaid: The medical assistance program established by Title XIX of the Social Security Act (42 U.S.C. Sections 1396 et seq.) and any statute succeeding thereto.

Medicare: The health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. Sections 1395 et seq.) and any statute succeeding thereto.

Monthly Escrow Amount: As defined in Section 3.2.

MPT: MPT Operating Partnership, L.P., a Delaware limited partnership.

Net Worth: At any time, the sum of the following for the applicable Person, on a consolidated basis determined in accordance with GAAP:

(a) the amount of capital, stated capital or capital account balance (after deducting the cost of any treasury shares), plus

(b) the amount of capital surplus and retained earnings (or, in the case of a capital surplus or retained earnings deficit, minus the amount of such deficit), plus

(c) the amount of all distributions to shareholders, partners or members, as applicable, as a result of debt or equity transactions, plus

(d) the amount of all non-cash write-offs of intangible assets, minus

(e) without duplication of deductions in respect of items already deducted in arriving at surplus and retained earnings, any write up in book value of assets resulting from a revaluation thereof pursuant to GAAP subsequent to the most recent balance sheet prior to the date thereof, except any net write up in value of foreign currency in accordance with GAAP, any write up resulting from reversal of a reserve for bad debts or depreciation, and any write up resulting from a change in methods of accounting for inventory.

Non-Competition Agreement: That certain Non-Competition Agreement executed by First Choice simultaneously with the execution of this Lease, as the same may be amended, modified and/or restated from time to time.

Non-Permissible Assignee: As defined in Section 29.1.

OFAC: The U.S. Department of Treasury Office of Foreign Assets Control.

OFAC List: Collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (September 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.

Officer’s Certificate: With respect to each Facility Lessee, a certificate of such Facility Lessee signed by the representative(s) authorized to so sign by the governing body of such Facility Lessee, or any other person whose power and authority to act has been properly authorized.

Operating Agreements: With respect to each Facility Lessee, all agreements to which such Facility Lessee is a party with respect to the ownership, operation or management of the Business, including, without limitation, any and all service and maintenance contracts, employment contracts, management agreements, equipment leases, consulting agreements, laboratory servicing agreements, pharmaceutical contracts and physician, other clinician or other

professional services provider contracts, but excluding any Participation Agreements, as the same may from time to time be amended, restated, supplemented, renewed or modified.

Operational Date: As defined in Section 7.2(a).

Option Price: As defined in Section 14.2(a).

Organizational Documents: With respect to any Person, the articles of incorporation or organization, certificate of incorporation or formation or other formation document, together with all other documents creating and governing such Person, including stockholder agreements, limited liability company or operating agreements, partnership agreements and bylaws.

Other Agreements: All other leases, loans, and agreements entered into between Lessor or any Affiliate of Lessor, on the one hand, and Lessee, Guarantor or any of their respective Affiliates on the other hand, including, without limitation, the Master Funding and Development Agreement, the Project Development Agreements, the Guaranty, Cost Overrun Guaranties, the Non-Competition Agreement, the Security Agreement, the Environmental Indemnification Agreement, all other agreements, documents or instruments either having been executed prior to or contemporaneously herewith, or that will hereafter be executed, by Lessee, Guarantor or any of their respective Affiliates in favor of or with Lessor or any of its Affiliates, as any of the same may be modified, amended, or restated from time to time.

Overdue Rate: On any date, the Lease Rate plus Six Percent (6%).

Participation Agreements: With respect to each Facility Lessee, all third-party payor participation or reimbursement agreements, and provider numbers and provider agreements, to which such Facility Lessee is a party relating to rights to payment or reimbursement from, and claims against, private insurers, managed care plans, employee assistance programs, Blue Cross and/or Blue Shield, governmental authorities and other third-party payors (including, without limitation, if applicable to such Facility Lessee, Medicare and Medicaid), as the same may from time to time be amended, restated, extended, supplemented or modified, together with all rights, privileges and entitlements thereunder.

Patriot Act: The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, as the same may be amended, modified or restated from time to time.

Permitted Exceptions: As defined in Article II.

Permitted Sale Transaction: Any transaction which, directly or indirectly, through one or more step transactions or tiered transactions, results in the transfer (be it by merger, consolidation, sale, assignments, or otherwise) of (a) all or substantially all of the assets of Lessee, or (b) 51% or more of the direct or indirect Equity Interests held by First Choice in Lessee, to a Person, so long as immediately following the consummation of such transaction, a Person that owns 51% or more of the direct or indirect Equity Interests in Lessee (i) is in pro forma compliance with the covenants applicable to First Choice set forth in Section 16.1(1) (which compliance shall be measured to include such Person’s subsidiaries, as applicable), and (ii) employs executives experienced in managing the operations of medical care facilities or engages a third party manager that has such experience; it being understood and agreed that any such transaction shall

be permitted under this Lease only if no Event of Default then exists and Lessee (or the transferee, assignee or successor thereof) is in pro forma compliance with the covenant applicable to Lessee set forth in Section 16.1(k), to the extent then applicable.

Person: An individual, a corporation, a limited liability company, a general or limited partnership, an unincorporated association, a joint venture, a Governmental Body or another entity or group.

Personal Property: With respect to a Facility Lessee, all of such Facility Lessee’s consumable inventory and supplies, machinery, equipment, furniture, furnishings, trailers, movable walls or partitions, computers, trade fixtures and other tangible personal property (including all such items not permanently affixed to the portion of the Leased Property), currently owned and acquired after the execution of this Lease, and necessary, used, or useful in the operation of such Facility, but excluding any items within the definition of Fixtures.

Primary Intended Use: As defined in Article VII.

Project Development Agreement: With respect to each Facility, that certain Project Funding and Development Agreement to be executed by and among Developer, First Choice, the applicable Facility Lessee and Facility Lessor in accordance with the Master Funding and Development Agreement, as the same may be amended, modified and/or restated from time to time.

Property Substitution: As defined in Section 34.1.

Property Substitution Date: With respect to any applicable Facility, the effective date of a Property Substitution.

RCRA: As defined in the definition of “Hazardous Materials Laws.”

Real Estate Taxes: With respect to each Facility, all real estate taxes, assessments and special assessments, and dues which are levied or imposed during the Term upon the portion of the Leased Property relating to such Facility.

Removal Notice: As defined in Section 16.1(E).

Rent: Collectively, the Base Rent (as increased in accordance with the provisions of Section 3.1(b)), and the Additional Charges.

Rent Commencement Date: With respect to each Facility, the date of Completion of the Leased Improvements in accordance with the applicable Project Development Agreement.

Replacement Facility: As defined in the definition of “Substitute Property.”

Request: As defined in Section 10.3.

RFFE Loans: As defined in Article XVII.

SARA: As defined in the definition of “Hazardous Materials Laws.”

Security Agreement: That certain Security Agreement, dated of even date herewith, between Lessor and Lessee, as the same may be modified, amended or restated from time to time.

Severed Property: As defined in Section 29.2.

Severance Notice: As defined in Section 29.2.

Severance Date: As defined in Section 29.2.

Severed Lease: As defined in Section 29.2.

Single Purpose Entity: With respect to each Facility, an entity which (a) exists solely for the purpose of leasing all or any portion of the Leased Property relating to such Facility and conducting the operation of the Business thereon, (b) conducts business only in its own name or under the name “FirstChoice”, (c) does not engage in any business other than the leasing of all or any portion of such portion of the Leased Property and the operation of such Business, (d) does not hold, directly or indirectly, any ownership interest (legal or equitable) in any entity or any real or personal property other than the leasehold interest which it owns in such portion of the Leased Property and the other assets incident to the operation of the Business with an ancillary healthcare or other services or businesses provided thereon, (e) does not have any debt other than as permitted by this Lease or arising in the ordinary course of the Business and does not guarantee or otherwise obligate itself with respect to the debts of any other person or entity, other than as contemplated by this Lease or approved by Lessor in writing, (f) has its own separate books, records, accounts and financial statements, except that financial statements of the individual facility Lessees may be consolidated, (g) holds itself out as being a company separate and apart from any other entity, and (h) maintains all entity formalities independent of any other entity.

Subordination Agreement: That certain Subordination Agreement, dated as of , 2013, among Lessor and BOA, as Administrative Agent for itself and other lenders, and FirstChoice, as the same may be modified, amended or restated from time to time.

Substitute Lease: As defined in Section 34.3.

Substitute Property: With respect to any Facility, a fee interest in land and improvements thereon which may be included in the Property Substitution, with respect to which: (i) such improvements consist solely of a freestanding emergency medical facility or other real property (the “Replacement Facility”) consented to by Lessor in its sole and absolute discretion; (ii) the financial records (which records will include audited financial statements if available) of such freestanding emergency medical facility shall have been prepared in accordance with GAAP and made available to Lessor; (iii) all licenses, certificates of need, permits, approvals and authorizations pertaining to ownership and operation of such land and improvements as a freestanding emergency medical facility and related facilities shall be in full force and effect, free of material defaults or notices of material default; and (iv) neither the Property Substitution nor the utilization of such land and improvements in a Property Substitution will result in the realization of taxable income or gain to any Lessor or any Equity Constituent of any Lessor under the Code, as reasonably determined by Lessor, or if such taxable income or gain is realized, FirstChoice or an Affiliate agrees to pay the same and to indemnify Lessor for the same.

Taking: With respect to each Facility, a taking or voluntary conveyance during the Term of all or part of the portion of the Leased Property relating to such Facility, or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of, any Condemnation or

other eminent domain proceeding affecting such portion of the Leased Property whether or not the same shall have actually been commenced.

Tenant(s): The lessees, tenants, sublessees or subtenants under the Tenant Leases, if any.

Tenant Leases: All leases, subleases, pharmacy leases and other rental agreements (written or verbal, now or hereafter in effect), if any, pursuant to which any Facility Lessee has granted a possessory interest in and to any space in or any part of the Leased Property, or that otherwise have rights with regard to the Leased Property, and all security deposits, security interests, letters of credit, pledges, guaranties, prepaid rent or other sums, deposits or interests held by Lessee, if any, with respect thereto.

Term: With respect to each Facility, the actual duration of this Lease, including the Fixed Term and the Extension Terms (if extended by Lessee) as provided in Article II.

Terminated Facility: As defined in Section 16.1(C).

Terminated Possession Facility: As defined in Section 16.1(B).

Total Development Costs: The sum of (a) all hard and soft costs incurred in connection with the acquisition of the Land and the development of the Leased Improvements pursuant to the Project Development Agreements; (b) the aggregate of the Construction Period Accruals relating to all the Facilities; and (c) the costs of any future Capital Additions financed by Lessor or its Affiliates after the Construction Period.

Unsuitable for Its Use or Unsuitable for Its Primary Intended Use: As used anywhere in this Lease, the terms “Unsuitable for Its Use” or “Unsuitable for Its Primary Intended Use” shall mean that, with respect to the portion of the Leased Property relating to any Facility, by reason of damage or destruction or a partial Taking by Condemnation, such Facility cannot be operated on a commercially practicable basis for its Primary Intended Use and substantially in accordance with the manner in which it was previously operated, taking into account, all relevant factors (such as the availability of parking), and the effect of such damage or destruction or partial Taking.

USPAP: The Uniform Standards of Professional Appraisal Practice, as amended from time to time.

ARTICLE II

LEASED PROPERTY; TERM

Upon and subject to the terms and conditions hereinafter set forth, Lessor leases to Lessee and Lessee rents from Lessor all of Lessor’s rights and interest in and to the following property (collectively, and as modified from time to time pursuant to the terms of this Lease, the “Leased Property”):

(a) the Land; and

(b) the existing improvements on the Land and the buildings and any improvements constructed on the Land, including, but not limited to, all buildings, structures, Fixtures and other improvements of every kind, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures presently or hereafter situated upon the Land, Capital Additions financed by Lessor and all hereditaments, easements, rights of way and other appurtenances related thereto (collectively, the “Leased Improvements”).

SUBJECT, HOWEVER, to all applicable matters of record and any other matters as set forth on Exhibit B-1 et seq. (and such other matters set forth in any Addendum) (collectively, the “Permitted Exceptions”), Lessee shall have and hold the Leased Property for a fixed term (the “Fixed Term”) commencing on the Commencement Date and ending at midnight on the last day of the one hundred eightieth (180th) full month after the Final Completion Date, unless sooner terminated as herein provided.

So long as no Event of Default then exists, and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, Lessee shall have the option to extend the Fixed Term on the same terms and conditions set forth herein for three (3) additional periods of five (5) years each (each an “Extension Term”); it being understood and agreed that Lessee’s exercise of any such extension option must apply to the entire Leased Property. Lessee may exercise each such option by giving written notice to Lessor at least ninety (90) days prior to the expiration of the Fixed Term or Extension Term, as applicable (the “Extension Notice”). If, during the period following the delivery of the Extension Notice to Lessor and prior to the effective date of such extension, an Event of Default shall occur, at Lessor’s option, the Term shall not be so extended and Lessee shall be deemed to have forfeited all subsequent options to extend the Fixed Term of this Lease. If Lessee elects not to exercise its option to extend, all subsequent options to extend and all rights of Lessee to purchase as provided in Articles XIV, XV and XXXIII shall be deemed to have lapsed and be of no further force or effect.

ARTICLE III

RENT

3.1 Rent. During the Term, Lessee shall pay to Lessor, in advance and without notice, demand, set off or counterclaim, in lawful money of the United States of America, at Lessor’s address set forth herein or at such other place or to such other person, firm or entity as Lessor may designate from time to time in writing, the Rent as provided in this Lease. With respect to each Facility, Rent shall be calculated and payable as follows:

(a) Base Rent. With respect to each Facility, commencing on the applicable Rent Commencement Date, subject to adjustment as provided herein (including adjustments set forth in Section 3.1(b) below), Lessee shall pay Lessor, base rent with respect to such portion of the Leased Property (the “Allocated Base Rent”) in advance on the first (1st) day of each calendar month during the Term, including any partial months (prorated based upon a three hundred sixty (360) day year), in an amount equal to the

product of (i) the Allocated Development Costs for such Facility as of the last day of the immediately preceding month, multiplied by (ii) the Lease Rate, divided by (iii) twelve (12).

(b) Adjustment of Lease Rate. Commencing on January 1, 2015 and continuing on each Adjustment Date thereafter during the Term, the Lease Rate shall be increased (and in no event decreased) and shall be equal to the sum of (i) the Lease Rate previously in effect, and (ii) [*].

(c) Rent Schedule. From time to time during the Term, Lessor may, in its reasonable discretion, calculate the Base Rent payable hereunder (the “Rent Schedule”), and provide a copy of such Rent Schedule to Lessee. Base Rent, as calculated in accordance with Sections 3.1(a) and 3.1(b) shall include Allocated Base Rent payable with respect to the Leased Property relating to all Facilities. The Rent Schedule shall be adjusted and substituted on a periodic basis by Lessor, in its reasonable discretion, as the Base Rent is adjusted and calculated during the Term as provided herein. Lessor’s failure to provide a copy of the Rent Schedule or substitute or adjusted Rent Schedule shall not limit or affect the Lessee’s obligations hereunder. Notwithstanding the foregoing, to the extent the most recent Rent Schedule, if any, provided by Lessor to Lessee does not accurately reflect the current amount of Base Rent, as adjusted, Lessee shall not be in default of its obligation to pay rent pursuant to this Section 3.1 so long as Lessee pays the Base Rent, as adjusted, shown on the Rent Schedule most recently provided by Lessor to Lessee, and within ten (10) days after receipt by Lessee of an updated Rent Schedule provided by Lessor, Lessee pays to Lessor any additional Base Rent due as a result of the Base Rent shown on the updated Rent Schedule that has not previously been paid.

3.2 Additional Charges. In addition to the Base Rent, (a) Lessee will also pay and discharge as and when due and payable all other amounts, liabilities, obligations and Impositions that Lessee assumes or agrees to pay under this Lease, and all other amounts, liabilities, obligations and Impositions related to the ownership, use, possession and operation of the Leased Property, including, without limitation, all costs of owning and operating each Facility, all Real Estate Taxes, Insurance Premiums, maintenance and capital improvements, all violations of and defaults under any of the Permitted Exceptions (but excluding any items Lessee is not required to pay under the definition of Impositions) and (b) in the event of any failure on the part of Lessee to pay any of those items referred to in clause (a) above, Lessee will also promptly pay and reimburse Lessor and/or its Affiliates for all such amounts paid by Lessor and/or its Affiliates and promptly pay and discharge every fine, penalty, interest and cost which may be added for non-payment or late payment of such items (the items referred to in clauses (a) and (b) above being referred to herein collectively as the “Additional Charges”), and Lessor shall have all legal,

Confidential information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

equitable and contractual rights, powers and remedies provided in this Lease, by statute, or otherwise, in the case of non-payment of the Additional Charges, as in the case of the Base Rent. If any installment of Base Rent or Additional Charges shall not be paid within five (5) Business Days after the applicable due date, Lessee, in addition to all other obligations hereunder, will pay Lessor on demand, as Additional Charges, a late charge computed at the Overdue Rate and a late payment penalty computed at the Late Payment Penalty Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Lessee pays any Additional Charges to Lessor pursuant to clause (b) above or pursuant to any other requirement of this Lease, Lessee shall be relieved of its obligation to pay such Additional Charges to the entity to which they would otherwise be due. Nothing in the foregoing limits the provisions of Article XII. At Lessor’s option, during the Term, upon its written request to Lessee, Lessee shall make monthly payments to Lessor (or to a Facility Lender, if requested by Lessor) in such amounts as Lessor shall estimate to be necessary to pay any Real Estate Taxes and/or some or all Insurance Premiums. If Lessor exercises this option, it shall include in its written request an invoice in reasonable detail (the “Escrow Invoice”) specifying the amount to be paid on account of Real Estate Taxes and/or Insurance Premiums (the “Monthly Escrow Amount”). Lessee shall pay to Lessor the Monthly Escrow Amount on the first (1st) day of each month after receipt of the initial Escrow Invoice. At any time, with at least five (5) Business Days’ notice prior to the end of any month during the Term, Lessor may deliver to Lessee a substituted, adjusted or amended Escrow Invoice providing for a new Monthly Escrow Amount, and thereafter Lessee shall pay the revised Monthly Escrow Amount on the first (1st) day of the each succeeding month (subject to further adjustment as provided for in this sentence). Any sums paid to Lessor pursuant to this Section 3.2 shall not bear interest, may be commingled with Lessor’s (or Facility Lender’s) books and accounts, and upon an Event of Default hereunder, may be applied by Lessor (or Facility Lender) to all sums owed by Lessee or any Affiliate of Lessee to Lessor or any Affiliate of Lessor (or to sums owed to Facility Lender) relating to the acquisition and leasing of the Leased Property (provided, that prior to an Event of Default Lessor shall use any amounts so paid to pay the relevant Real Estate Taxes and Insurance Premiums, as applicable, in each case prior to delinquency). Lessor shall refund to Lessee at the end of the Term, provided that no Event of Default then exists, any such remaining amounts collected in excess of the amounts ultimately required to pay the relevant Real Estate Taxes or Insurance Premiums.

ARTICLE IV

IMPOSITIONS

4.1 Payment of Impositions. Subject to Article XII relating to permitted contests, Lessee will pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost may be added for non-payment, with such payments to be made directly to the taxing or assessing authorities, unless, in the case of escrows and deposits, such Impositions are required to be paid to Lessor or Facility Lender as provided in Section 3.2, and Lessee will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessor, at its expense, shall, to the extent permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s net income, gross receipts, franchise taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent permitted by applicable laws and regulations, prepare and file all other tax returns and

reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority with respect to any Imposition paid by Lessee, the same shall be paid over to, or retained by, Lessee provided no Event of Default shall have occurred and be continuing. Any such funds retained by Lessor due to an Event of Default shall be applied to Lessee’s obligations as reasonably determined by Lessor. Lessor and Lessee shall, upon request of the other, provide any data (a) that is maintained by the party to whom the request is made, and (b) that pertains to the Leased Property, as may be necessary to prepare any required returns and reports. In the event that any Governmental Body classifies any property covered by this Lease as personal property, Lessee shall file all personal property tax returns in such jurisdictions where it may legally so file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. In the event that Lessor is legally required to file personal property tax returns, Lessee will be provided with copies of assessment notices indicating a value in excess of the reported value as soon as reasonably practicable, and in any event, in sufficient time for Lessee to file a protest. After obtaining written approval from Lessor, which approval shall not be unreasonably withheld, conditioned or delayed, Lessee may, at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments, and Lessor, at Lessee’s expense as aforesaid, shall fully cooperate with Lessee in such protest, appeal, or other action. Billings for reimbursement by Lessee to Lessor of personal property taxes shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property with respect to which such payments are made.

4.2 Adjustment of Impositions. Impositions that are levied or assessed with respect to the tax-fiscal period during which the Term terminates, unless Lessee purchases the Leased Property pursuant to purchase options expressly provided herein, if any, shall be adjusted and prorated between Lessor and Lessee, whether or not such Imposition is imposed before or after such termination, and Lessee’s obligation to pay its prorated share thereof shall survive such termination.

4.3 Utility Charges. Lessee will contract for, in its own name, and will pay or cause to be paid all charges for electricity, power, gas, oil, sewer, water and other utilities used in connection with the Leased Property during the Term, including, without limitation, all impact and tap fees necessary for the operation of the Facilities, except to the extent that such impact and tap fees were or are to be paid by Lessor as part of the Total Development Costs or the cost of a Capital Addition.

4.4 Insurance Premiums. Lessee will contract for, in its own name, and will pay or cause to be paid all premiums for the insurance coverage required to be maintained pursuant to Article XIII during the Term (the “Insurance Premiums”); provided, however, if required by Lessor pursuant to Section 3.2, all or a portion of the Insurance Premiums shall be paid as required under Section 3.2.

ARTICLE V

ABSOLUTE NET LEASE; NO TERMINATION; TERMINATION

WITH RESPECT TO FEWER THAN ALL FACILITIES

5.1 Absolute Net Lease; No Termination. The parties understand, acknowledge and agree that this is an absolute net lease and this Lease shall yield to Lessor the full amount of the installments of the Base Rent and the payments of Additional Charges throughout the Term. Lessee further acknowledges and agrees that all charges, assessments or payments of any kind are due and payable without notice, demand, set off or counterclaim and shall be paid by Lessee as they become due and payable. Lessee shall remain bound by this Lease in accordance with its terms and shall neither take any action without the consent of Lessor to modify, surrender or terminate the same, nor seek nor be entitled to any abatement, deduction, deferment or reduction of Rent, or set-off against the Rent, nor shall the respective obligations of Lessor and Lessee be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property or any portion thereof from whatever cause or any Taking of the Leased Property or any portion thereof, except as otherwise specifically provided in this Lease, (b) the lawful or unlawful prohibition of, or restriction upon, Lessee’s use of the Leased Property, or any portion thereof, or the interference with such use by any person, corporation, partnership or other entity, or by reason of eviction by paramount title; (c) any claim which Lessee has or might have against Lessor or by reason of any default or breach of any warranty by Lessor under this Lease or any other agreement between Lessor and Lessee, or to which Lessor and Lessee are parties, (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Lessor or any assignee or transferee of Lessor, or (e) any other cause whether similar or dissimilar to any of the foregoing other than a discharge of Lessee from any such obligations as a matter of law. Lessee hereby specifically waives all rights, arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law to (i) modify, surrender or terminate this Lease or quit or surrender the Leased Property or any portion thereof, or (ii) entitle Lessee to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee hereunder, except as otherwise specifically provided in this Lease. The obligations of Lessor and Lessee hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Default.

5.2 Termination with Respect to Fewer than all Facilities. Wherever in this Lease the action of terminating this Lease with respect to the portion of the Leased Property relating to a particular Facility (or action of similar import) is described or permitted, such action shall mean the termination of Lessee’s rights in and to the portion of the Leased Property relating to such Facility. Notwithstanding anything in this Lease to the contrary, if this Lease shall be terminated by Lessor or Lessee pursuant to rights granted hereunder with respect to any portion of the Leased Property relating to a particular Facility, such termination shall not affect the Term of this Lease with respect to the balance of the Leased Property relating to Facilities not so terminated and this Lease shall continue in full force and effect with respect to such portion of the Leased Property, except that the total Base Rent payable hereunder shall be reduced by the amount of Allocated Base Rent with respect to the Facility as to which this Lease has been so terminated, (b) all references herein to Leased Property shall thereafter no longer include such terminated portion of the Leased Property, (c) the relevant Facility shall no longer be a Facility

hereunder, and (d) provided that all of Lessee’s obligations hereunder with respect to such portion of the Leased Property (excluding unasserted contingent indemnification obligations) have been paid in full to Lessor, the relevant Facility Lessee shall no longer be a Facility Lessee hereunder or a party hereto; subject, however, to Lessor’s right, in the event of any such termination because of an Event of Default, to recover damages with respect thereto.

ARTICLE VI

OWNERSHIP OF LEASED PROPERTY AND PERSONAL PROPERTY

6.1 Ownership of the Leased Property. Lessee acknowledges that the Leased Property is the property of Lessor and that Lessee has only the right to the possession and use of the Leased Property upon and subject to the terms, provisions and conditions of this Lease.

6.2 Lessee’s Personal Property. Lessee agrees that, subject to Lessor’s purchase option with respect thereto, all of Lessee’s Personal Property not removed by Lessee within thirty (30) days following the expiration or earlier termination of this Lease with respect thereto shall be considered abandoned by Lessee and may be appropriated, sold, destroyed or otherwise disposed of by Lessor (at Lessee’s cost) with prior written notice thereof to Lessee, without any payment to Lessee and without any obligation to Lessee to account therefor. Lessee will, at its expense, restore the Leased Property to substantially the same condition existing before the removal and repair all damage to the Leased Property caused by the installation or removal of Lessee’s Personal Property.

ARTICLE VII

CONDITION AND USE OF LEASED PROPERTY

7.1 Condition of the Leased Property. Lessee acknowledges receipt and delivery of possession of the portions of the Leased Property upon which the Facilities are or shall be situated and that Lessee has examined and otherwise has acquired knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease and has found the same to be in good order and repair and satisfactory for its purpose hereunder. Lessee is leasing the Leased Property “as is” and “where is” in its present condition Lessee has not relied on any representation or warranty by Lessor and hereby waives any claim or action against Lessor in respect of the condition of the Leased Property. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE ACKNOWLEDGES THAT THE LEASED PROPERTY HAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO LESSEE. ACCORDINGLY, LESSEE HEREBY ACKNOWLEDGES THAT LESSOR HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LESSOR BE DEEMED TO HAVE MADE ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT

LIMITATION, ALL WARRANTIES THAT THE LEASED PROPERTY IS FREE FROM VICES, DEFECTS AND DEFICIENCIES, WHETHER HIDDEN OR APPARENT OR ANY WARRANTY AS TO THE FITNESS, DESIGN OR CONDITION OF THE LEASED PROPERTY FOR ANY PARTICULAR USE OR PURPOSE OF SUCH LEASED PROPERTY. THE PROVISIONS OF THIS SECTION 7.1 HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LESSOR, EXPRESS, IMPLIED OR CREATED BY APPLICABLE LAW, WITH RESPECT TO THE CONDITION OF THE LEASED PROPERTY.

7.2 Use of the Leased Property.

(a) To the extent not obtained as of the Completion Date, Lessee or its Affiliates shall obtain all material Licenses necessary to operate each Facility as a freestanding emergency medical facility, as quickly as reasonably possible and, in any event, all such Licenses for a particular Facility shall be obtained by the required dates set forth on Schedule 7.2(a) relating to such Facility (each, an “Operational Date”); provided, however, that, upon written request from Lessee to Lessor prior to the Operational Date with respect to a particular Facility, and so long as Lessor is reasonably satisfied that Lessee is diligently proceeding in its efforts to obtain such Licenses for such Facility, Lessee shall have the option to extend the period in which to obtain such Licenses with respect to such Facility for two (2) additional periods of thirty (30) days each. Lessee may exercise each such option by giving written notice to Lessor at least five (5) Business Days prior to the Operational Date (or any applicable extension period).

(b) After the Completion Date relating to each Facility, Lessee (i) subject to Section 7.2(a), shall operate such Facility throughout the entire remaining Term as a freestanding emergency medical facility and for such other legal ancillary uses as may be necessary in connection with or incidental to such use, subject to all covenants, restrictions, easements, and all other matters of record (including those set forth in the Permitted Exceptions) relating to the portion of the Leased Property relating to such Facility (the “Primary Intended Use”), and (ii) shall comply with all Legal Requirements that are necessary for the operation of such Facility consistent with the Primary Intended Use.

(c) Lessee shall continuously operate the Leased Property only as a provider of healthcare services in accordance with the Primary Intended Use and Lessee shall maintain its certifications for reimbursement and licensure and all accreditations.

(d) Lessee shall not commit or suffer to be committed any waste on the Leased Property nor shall Lessee cause or permit any nuisance thereon.

(e) Lessee shall neither suffer nor permit the Leased Property or any portion thereof, including any Capital Addition whether or not financed by Lessor, or Lessee’s Personal Property, to be used in such a manner as (i) might reasonably tend to impair Lessor’s (or Lessee’s, as the case may be) title thereto or to any portion thereof, or (ii) may reasonably make possible a claim or claims of adverse usage or adverse possession by the public, as such, or of implied dedication of the Leased Property or any portion thereof.

(f) With respect to each Facility, Lessor shall have the right and option to erect a plaque in the vicinity of the front desk located inside such Facility stating that such Leased Property is owned by Lessor. Such plaque shall be in a size, and shall be erected in an exact location acceptable to Lessor and approved by Lessee, which approval shall not be unreasonably withheld, conditioned or delayed.

7.3 Lessor to Grant Easements. From time to time during the Term, so long as no Event of Default then exists and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, Lessor may, in its reasonable discretion, at the request of Lessee and at Lessee’s cost and expense; (a) grant easements and other rights in the nature of easements; (b) release existing easements or other rights in the nature of easements which are for the benefit of the Leased Property; (c) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes; (d) execute petitions to have the Leased Property annexed to any municipal corporation or utility district; (e) execute amendments to any covenants and restrictions affecting the Leased Property; and (f) execute and deliver to any person any instrument appropriate to confirm or effect such grants, releases, dedications and transfers (to the extent of its interest in the Leased Property), but only upon delivery to Lessor of such information as Lessor may reasonably require confirming that such grant, release, dedication, transfer, petition or amendment is required for or useful in connection with, and not detrimental to, the proper conduct of the Primary Intended Use on the Leased Property and does not reduce the value of the Leased Property.

ARTICLE VIII

LEGAL AND INSURANCE REQUIREMENTS

8.1 Compliance with Legal and Insurance Requirements. Subject to Article XII relating to permitted contests, Lessee, at its expense, (a) shall comply with all Legal Requirements and Insurance Requirements applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facilities and the Leased Property, whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property; (b) shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; (c) shall procure, maintain and comply with all Licenses and other governmental approvals and authorizations required for any use of the Leased Property and Lessee’s Personal Property then being made; and (d) shall use its commercially reasonable efforts to cause all Tenants to acquire and maintain all licenses, certificates, permits, provider agreements and other authorizations and approvals, as well as all personal property needed to operate the Leased Property subleased to them for the Primary Intended Use and any other uses conducted on the Leased Property as may be permitted from time to time hereunder. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its successors and assigns, harmless from and against and agrees to reimburse Lessor and its successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor, its successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation of any Legal Requirements.

8.2 Hazardous Materials. Lessee shall ensure that the Leased Property and the operation of the Facilities comply with all Hazardous Materials Laws. Except for Hazardous Materials generated in the normal course of business regarding the Primary Intended Use (which Hazardous Materials shall be handled and disposed of in compliance with all Hazardous Materials Laws), no Hazardous Materials shall be installed, used, generated, manufactured, treated, handled, refined, produced, processed, stored or disposed of, or otherwise present in, on or under the Leased Property or in connection with the operation of any Facility. No activity shall be undertaken on the Leased Property or in connection with the operation of any Facility which would cause (a) the Leased Property to become a treatment, storage or disposal facility of hazardous waste, infectious waste, biomedical or medical waste, within the meaning of, or otherwise bring the Leased Property within the ambit of RCRA or any Hazardous Materials Laws, (b) a release or threatened release of Hazardous Materials from the Leased Property within the meaning of, or otherwise bring the Leased Property within the ambit of, CERCLA or SARA or any Hazardous Materials Laws or (c) the discharge of Hazardous Materials into any watercourse, surface or subsurface of body of water or wetland, or the discharge into the atmosphere of any Hazardous Materials which would require a permit under any Hazardous Materials Laws. No activity shall be undertaken with respect to the Leased Property or the operation of any Facility which would cause a violation or support a claim under RCRA, CERCLA, SARA or any Hazardous Materials Laws. Lessee shall, at its sole cost, expense, risk and liability, remove or cause to be removed from the Leased Property all Hazardous Materials generated in connection with the Primary Intended Use and as found in hospital and healthcare facilities, including, without limitation, all infectious waste materials, syringes, needles and any materials contaminated with bodily fluids of any type, character or description of whatsoever nature in accordance with all Hazardous Materials Laws. Lessee shall not dispose of any such infectious waste and Hazardous Materials in any receptacles used for the disposal of normal refuse. Lessee shall indemnify and defend, at its sole cost and expense, and hold Lessor and its successors and assigns, harmless from and against and to reimburse Lessor and its successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor and its successors and assigns at any time and from time to time by reason or arising out of any breach by Lessee of this Section 8.2 or any violation of any Hazardous Materials Laws by any Person other than Lessor, any of Lessor’s Affiliates or any of their respective agents or representatives relating to the Leased Property.

8.3 Healthcare Laws. Lessee represents, warrants and covenants that Lessee, this Lease and all Tenant Leases are, and at all times during the Term will be, in compliance with all Healthcare Laws. In the event it is determined that any provision of this Lease is in violation of the Healthcare Laws, the parties in good faith shall renegotiate such provision so that same is in compliance with all Healthcare Laws. Lessee agrees to add to all of its third party agreements relating to the Leased Property, including, without limitation, all Tenant Leases, that in the event it is determined that such agreement and/or Tenant Lease is in violation of the Healthcare Laws, such agreement and/or Tenant Lease shall be renegotiated so that same are in compliance with all Healthcare Laws. Lessee agrees promptly to notify Lessor in writing of the receipt of any notice of investigation of any alleged Healthcare Law violations. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor and its successors and assigns, harmless from and against, and shall reimburse Lessor and its successors and assigns with

respect to, any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor and its successors and assigns, at any time and from time to time by reason, or arising out, of any breach by Lessee of any of the provisions set forth in this Section 8.3 or any violation of any Healthcare Laws.

8.4 Single Purpose Entity. Each Facility Lessee shall remain at all times during the Term a Single Purpose Entity in accordance with the terms of this Lease. Promptly following any written request from Lessor during the Term, each Facility Lessee shall provide Lessor with evidence that such Facility Lessee is a Single Purpose Entity and is in good standing in the state of its organization or incorporation and in the state in which the portion of the Leased Property relating to such Facility Lessee is located; provided, that Lessor shall not require more than one (1) such certification from each Facility Lessee during any twelve (12)-month period during the Term.

8.5 Organizational Covenants. Lessee shall not permit or suffer, without the prior written consent of Lessor, (a) any material amendment or modification of any Facility Lessee’s Organizational Documents that changes such Facility Lessee’s status as a Single Purpose Entity or that modifies Lessee’s Organizational Documents in a manner materially adverse to Lessor; or (b) subject to the proviso below, that changes or modifies the governance or structure of, or changing the manager or managing member of, such Facility Lessee, or that dissolves or terminates any Facility Lessee’s existence or that effects a sale of substantially all of any Facility Lessee’s assets, whether by sale, transfer, merger, consolidation or otherwise; provided, however, that such amendments in subsection (b) shall be permitted in connection with any Permitted Sale Transaction. Lessee shall provide Lessor with notice contemporaneously upon any change to any Facility Lessee’s state of formation or any Facility Lessee’s name. Lessee has, simultaneously with the execution of this Lease, delivered to Lessor a true and complete copy of each Facility Lessee’s Organizational Documents and shall promptly provide Lessor with true and complete copies of all amendments to any Facility Lessee’s Organizational Documents.

ARTICLE IX

REPAIRS; RESTRICTIONS

9.1 Maintenance and Repair.

(a) Lessee, at its expense, will keep the Leased Property and all private roadways, sidewalks and curbs appurtenant thereto (and Lessee’s Personal Property) in good first class order and repair (whether or not the need for such repairs occurs as a result of Lessee’s use, any prior use, the elements, the age of the Leased Property or any portion thereof), ordinary wear and tear excepted, and, except as otherwise provided in Article XIV and Article XV, with reasonable promptness and in a workmanlike manner, will make all necessary and appropriate repairs thereto required to maintain such condition.

(b) Lessee shall notify Lessor of any and all repairs, modifications and remodeling made to the portion of the Leased Property relating to a particular Facility in excess of Two

Hundred Fifty Thousand and No/100 Dollars ($250,000.00) and obtain consent from Lessor (which consent shall not be unreasonably withheld, conditioned or delayed) prior to making such repairs, improvements, additions, modifications or remodeling.

(c) Except as otherwise expressly provided in this Lease, Lessor shall not under any circumstances be required to build or rebuild any improvements on the Leased Property, or to make any repairs, replacements, alterations, restorations, or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary or capital in nature, structural or non-structural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto in connection with this Lease, or to maintain the Leased Property in any way.

(d) Unless Lessor conveys the Leased Property to Lessee pursuant to the provisions of this Lease, Lessee will, upon the expiration or prior termination of the Term, vacate and surrender the Leased Property to Lessor in the condition in which the Leased Property was originally received from Lessor, except as improved, constructed, repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Lease and except for (i) ordinary wear and tear, (ii) damage caused by the gross negligence or willful acts of Lessor, and (iii) damage or destruction as described in Article XIV or resulting from a Taking as described in Article XV, which Lessee is not required by the terms of this Lease to repair or restore.

9.2 Encroachments; Restrictions. If any of the Leased Improvements shall, at any time, encroach upon any property, street or right-of-way adjacent to any portion of the Leased Property, or shall violate the agreements or conditions contained in any federal, state or local law, restrictive covenant or other agreement affecting the Leased Property, or any part thereof, or shall impair the rights of others under any easement or right-of-way to which the Leased Property or any portion thereof is subject, then, promptly upon the request of Lessor, Lessee shall, at its expense, subject to its right to contest the existence of any encroachment, violation or impairment, (a) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation or impairment, whether the same shall affect Lessor or Lessee or (b) make such changes in the Leased Improvements, and take such other actions, as Lessor reasonably determines, to remove such encroachment, or to end such violation or impairment, including, if necessary, the alteration of any of the Leased Improvements, and, in any event, take all such actions as may be necessary to continue the operation of the applicable Facility without such violation, encroachment or impairment. Any such alteration shall be made in conformity with the applicable requirements of this Lease. Lessee’s obligations under this Section 9.2 shall be in addition to, and shall in no way discharge or diminish any obligation of, any insurer under any policy of title or other insurance, and Lessee shall be entitled to a credit for any sums paid by Lessee and recovered by Lessor under any such policy of title or other insurance, less Lessor’s reasonable costs and expenses to recover such sums.

ARTICLE X

CONSTRUCTION OF LEASED IMPROVEMENTS; CAPITAL ADDITIONS

10.1 Construction of Capital Additions to the Leased Property.

(a) With respect to each Facility, following the Completion Date in accordance with the applicable Project Development Agreement, and provided that no Event of Default has occurred, and no event then exists which with the giving of notice or passage of time or both would constitute an Event of Default hereunder, Lessee shall have the right, upon and subject to the terms and conditions set forth below, to construct or install Capital Additions on such portion of the Leased Property with the prior written consent of Lessor, not to be unreasonably withheld, conditioned or delayed. Lessee shall not be permitted to create any Lien on such portion of the Leased Property in connection with such Capital Addition, except as provided in Section 10.2. Prior to commencing construction of any such Capital Addition, Lessee shall, at Lessee’s sole cost and expense, (i) submit to Lessor in writing for Lessor’s prior approval a proposal setting forth in reasonable detail any such proposed Capital Addition, (ii) submit to Lessor for Lessor’s prior approval or consent (which approval shall not be unreasonably withheld, conditioned or delayed) such plans and specifications, certificates of need, and other approvals, permits, licenses, contracts in excess of $50,000 for the proposed Capital Addition and such other information available to Lessee concerning such proposed Capital Addition as Lessor may reasonably request, and (iii) obtain all necessary certificates of need, permits, licenses, state licensure surveys, and all regulatory approvals of architectural plans. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such Capital Addition, together with the use or uses to which it will be put.

(b) Prior to commencing construction of any Capital Addition, Lessee shall first request Lessor to provide funds to pay for such Capital Addition in accordance with the provisions of Section 10.3. If Lessor declines or is unable to provide such financing or the parties are unable to agree on the terms thereof, the provisions of Section 10.2 shall apply. Notwithstanding any other provision of this Article X to the contrary, no Capital Additions shall be made without the consent of Lessor, which consent may be withheld in Lessor’s sole discretion, if the Capital Addition would tie in or connect any portion of the Leased Property and/or any Leased Improvements on such portion of the Leased Property with any other improvements on property adjacent to such portion of the Leased Property (and not part of the Land covered by this Lease), including, without limitation, tie-ins of buildings or other structures or utilities. All proposed Capital Additions shall be architecturally integrated and consistent with the applicable portion of the Leased Property.

10.2 Capital Additions Financed by Lessee. If Lessor does not finance any Capital Addition, this Lease shall be and hereby is amended to provide as follows:

(a) There shall be no adjustment in the Base Rent by reason of any such Capital Addition.

(b) Such Capital Addition shall revert to, and become the property of Lessor upon the expiration or termination of this Lease with respect to such portion of the

Leased Property (unless Lessee purchases such portion of the Leased Property as provided herein).

In connection with any such Capital Addition financed by Lessee, Lessee shall be permitted to place an Encumbrance on such Capital Addition as collateral for Lessee’s financing; provided, that, in the reasonable determination of Lessor such Encumbrance shall not interfere with Lessor’s ability to finance any portion of the Leased Property; it being understood and agreed, however, that (i) Lessor and Lessee shall cooperate in good faith to properly divide such Capital Addition from the applicable portion of the Leased Property and to grant such easements and use restrictions as shall be necessary to avoid any disruption of Lessee’s Business on such portion of the Leased Property; (ii) to the extent not inconsistent with the provisions of this Section 10.2, such Capital Addition shall remain subject to the other terms and provisions of this Lease; and (ii) upon the expiration or termination of this Lease (unless Lessee purchases such portion of the Leased Property as provided in Articles XIV, XV or XXXIII), Lessee, at its sole cost and expense, shall cause all such Encumbrances to be released from such Capital Addition and within ten (10) Business Days after such expiration or termination.

10.3 Capital Additions Financed by Lessor. If Lessee desires for Lessor to provide or arrange financing for a Capital Addition, Lessee shall request the same by providing to Lessor written notice (a “Request”), together with all information referred to in Section 10.1. Lessor may, but shall be under no obligation to, provide the funds necessary to meet the Request. Within thirty (30) days following receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition, including the proposed terms thereof, and the failure of Lessor to so notify Lessee within such time period, shall be deemed to constitute Lessor’s determination that it has declined to finance the proposed Capital Addition. Lessee shall have no obligation to accept any proposed terms received from Lessor. In the event Lessor declines or is deemed to have declined to finance a proposed Capital Addition or the parties are unable to agree on the terms of any proposed financing within thirty (30) days after Lessor’s receipt of a Request, Lessee shall have the right to finance such Capital Addition in any manner it deems appropriate, subject to Section 10.2.

10.4 Salvage. All materials that are scrapped or removed in connection with the making of either Capital Additions or repairs hereunder shall be or become the property of Lessee, and Lessee shall remove the same at its sole cost and expense.

ARTICLE XI

LIENS

Subject to the provisions of Article XII relating to permitted contests, Lessee will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim upon any portion of the Leased Property or any attachment, levy, claim or encumbrance in respect of the Rent, or any funds or amounts that are or will be provided by Lessor or its Affiliates to Lessee at any time during the Term in accordance with this Lease; excluding, however, (a) this Lease, (b) the Permitted Exceptions, (c) restrictions, liens and other encumbrances which are consented to in writing by Lessor, or any easements granted pursuant to the provisions of Section 7.3, (d) liens for those

taxes of Lessor which Lessee is not required to pay hereunder, (e) Encumbrances which are permitted in accordance with Section 10.2, and (g) any liens which are the responsibility of Lessor pursuant to the provisions of Article XXXIV of this Lease. Unless otherwise expressly provided herein, Lessee shall not mortgage or grant any interest or security interest in, or otherwise collaterally assign, any part of Lessee’s rights and interests in this Lease, any portion of the Leased Property or Lessee’s Personal Property during the Term, except as provided in the Security Agreement or as otherwise permitted under the Intercreditor Agreement.

ARTICLE XII

PERMITTED CONTESTS

12.1 Permitted Contests. After obtaining prior written approval from Lessor, not to be unreasonably withheld, conditioned or delayed, Lessee, at Lessee’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim (but expressly excluding any amounts payable to Lessor or Rent or other sums payable by Lessee to Lessor) not otherwise permitted by Article XI, provided that (a) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Lessor and from the Leased Property; (b) neither the Leased Property nor any Rent therefrom nor any part thereof or interest therein would, as determined in Lessor’s sole and absolute discretion, be in any danger whatsoever of being sold, forfeited, attached or lost; (c) in the case of a Legal Requirement, Lessor would not be in any danger whatsoever of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; and (d) in the event that any such contest shall involve a sum of money or potential loss in excess of the Allocated Development Costs relating to the particular Facility, Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same.

ARTICLE XIII

INSURANCE

13.1 General Insurance Requirements.

(a) During the Term, Lessee shall at all times keep the Leased Property and Lessee’s Personal Property insured against loss or damage from such causes as are customarily insured against, by prudent owners of similar facilities. Without limiting the generality of the foregoing, Lessee shall obtain and maintain in effect throughout the Term the kinds and amounts of insurance as described below (provided that, with respect to each Facility, the coverages required under subsections (a)(iii), (a)(iv), (a)(vii) and (a)(viii) below and for all other coverages under this subsection (a) that are obtained under and in accordance with the applicable Project Development Agreement, such coverages shall be required from and after the applicable Completion Date). This insurance shall be written by insurance companies (i) acceptable to Lessor, (ii) that are rated at least an “A-VIII” or better by Best’s Insurance Guide, and (iii) unless otherwise approved by Lessor, authorized, licensed and qualified to do insurance business in the

state in which the Leased Property is located. Lessee will pay or cause to be paid all Insurance Premiums for the insurance coverage required to be maintained pursuant to this Article XIII during the Term. The commercial property, rental value and business interruption policies shall name Lessor (and any other entity that Lessor may deem necessary) as additional insureds and loss payees as respects coverage afforded the Leased Property under standard Insurance Services Offices (ISO) commercial property insurance endorsements CP1219 and CP1503, or manuscript equivalents, and as additional insureds and loss payees under boiler and machinery and any other property insurance policy. All casualty insurance policies shall name Lessor (and any other entity that Lessor may deem necessary) as additional insureds. All property, business interruption and boiler and machinery losses shall be payable to Lessor and/or Lessee as provided in Article XIV. Each insurance policy required hereunder must, unless otherwise expressly provided herein (i) provide primary insurance without right of contribution from any other insurance carried by Lessor, (ii) contain express permission for Lessee to enter into a waiver of subrogation rights in favor of Lessor, or any right of setoff or counterclaim against any insured party thereunder including Lessor, (iii) permit Lessor to pay premiums at Lessor’s discretion, and (iv) as respects any third party liability claim brought against Lessor, obligate the insurer to defend Lessor as named insured thereunder. In addition, the property, business interruption and boiler and machinery policies shall name as an additional insured all Facility Lenders, if any, by way of a standard or other acceptable form of mortgagee’s loss payable endorsement. Any loss adjustment shall require the written consent of Lessor and each affected Facility Lender. Evidence or verification (as defined in Section 13.4 below) of insurance and/or Impositions shall be deposited with Lessor and, if requested, with any Facility Lender. If Insurance Premiums are required to be deposited or escrowed in accordance with Section 3.2, then Lessee shall pay or deposit the amount of such Insurance Premiums in accordance with Section 3.2. With respect to each Facility, the policies required hereunder relating to Lessee, the portion of the Leased Property relating to each Facility, including the Leased Improvements and Lessee’s Personal Property relating to such Facility, shall insure against the following risks:

(i) Commercial Property insurance written on a broad “all risk” or “special perils” policy form covering physical loss or damage to such portion of the Leased Property including building and improvements and betterments. Unless otherwise provided such coverage shall be in an amount equal to the full replacement cost (as herein defined) value basis to the extent of the full insurable replacement value of such portion of the Leased Property. Unless otherwise provided hereunder, all policy deductibles shall be borne in full by Lessee and must not exceed, per occurrence, an amount in excess of Three Percent (3%), of the insurable value of such portion of the Leased Property. Lessee further agrees that it will notify Lessor of any loss in the amount equal to One-Half of One Percent (0.5%) of the Allocated Development Costs relating to such Facility or greater and that no claim at or in excess of such amount shall be settled without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed.

(ii) Flood and earthquake insurance shall be required at a minimum amount equal to Twenty Percent (20%) of the Full Replacement Cost. The deductible for any such insurance shall not exceed Three Percent (3%) of the insured values.

(iii) Rental Value insurance using standard ISO endorsement CP 1503, or its equivalent, as respects rental value coverage on such portion of the Leased Property. Such endorsement shall require property insurer to send notice of cancellation or non-renewal to Lessor per Section 13.4.

(iv) Business interruption insurance covering lost earnings and continuing expenses, less rents due Lessor to the extent covered under subparagraph (iii), in an amount sufficient to cover not less than the aggregate amount of Lessee’s earnings during (A) the actual time required to rebuild such portion of the Leased Property following loss or damage, or (B) twelve (12) months, whichever is longer, plus an additional extended period of indemnity of not less than ninety (90) days shall be provided. Coverage shall be written on an “actual loss sustained” form, for the same perils and other events as described in subparagraph (v) below.

(v) Commercial General Liability in a primary amount of at least One Million and No/100 Dollars ($1,000,000.00) per occurrence, bodily injury for injury or death of any one person and for Property Damage for damage to or loss of the property of others, subject to a Two Million and No/100 Dollars ($2,000,000.00) annual aggregate policy limit applicable separately to such portion of the Leased Property for all bodily injury and property damage claims, occurring on or about such Leased Property or in any way related to such portion of the Leased Property, including but not limited to, any swimming pools or other rehabilitation and recreational facilities or areas that are located on such portion of the Leased Property otherwise related to such portion of the Leased Property. All allocated loss adjustment expenses, including defense costs, shall be in addition to the policy limits required above. Such policy shall include coverages found on the ISO Commercial General Liability Policy form CG 0001, occurrence policy form, current edition, with deductible amounts reasonably acceptable to Lessor. Lessee shall be responsible for funding all deductibles and retentions, including those which may be applicable to Lessor as an additional insured thereunder.

(vi) Umbrella liability insurance in the minimum amount of Ten Million and No/100 Dollars ($10,000,000.00) for each occurrence and aggregate combined single limit for all liability. The umbrella shall follow form with the primary commercial general liability with respect to providing primary and non-contributory coverage to Lessor as an additional insured when required by written contract or agreement. The umbrella liability policy shall name in its underlying schedule the policies of commercial general liability, professional liability and employer’s liability under the workers compensation policy.

(vii) Professional liability insurance for Lessee and all employed professionals (including any physicians) of Lessee in an amount not less than One Million and No/100 Dollars ($1,000,000.00) per individual claim and Three Million and No/100 Dollars ($3,000,000.00) annual aggregate. All medical professionals (including physicians) who perform professional services at such Facility shall meet the required minimum insurance requirements of One Million

and No/100 Dollars ($1,000,000.00) per individual claim and Three Million and No/100 Dollars ($3,000,000.00) annual aggregate.

(viii) Worker’s Compensation and Employers Liability insurance covering all of Lessee’s employees in amounts that are customary for Lessee’s industry. Any Worker’s Compensation or Employers Liability insurance that is customary for Lessee’s industry should provide coverage for any subcontractors, including physicians, who use the Facility but are not deemed “employees” of Lessee. If such coverage is not available, then Lessee must ensure that the subcontractor has adequate Worker’s Compensation and/or Liability insurance coverage.

The term “Full Replacement Cost” as used herein, shall mean the actual replacement cost thereof from time to time. In the event either Lessor or Lessee believes that the Full Replacement Cost has increased or decreased at any time during the Term, it shall have the right to have such Full Replacement Cost re-determined by an impartial third party, hereinafter referred to as the “Impartial Appraiser.” If the Lessor and Lessee are unable to agree on the selection of an Impartial Appraiser, each party shall select one appraiser, and the two appraisers so selected shall jointly select the Impartial Appraiser. The party desiring to have the Full Replacement Cost so re-determined shall forthwith, on receipt of such determination by such Impartial Appraiser, give written notice thereof to the other party. The determination of such Impartial Appraiser shall be final and binding on the parties, and Lessee shall forthwith increase, or may decrease, the amount of the insurance carried pursuant to this Section 13.1, as the case may be, to the amount so determined by the Impartial Appraiser. Lessee shall pay the fee, if any, of the Impartial Appraiser.

(b) At Lessor’s option, and provided that the costs of such coverages collectively do not exceed the costs of such insurance to be obtained by Lessee, Lessor may obtain the property and casualty insurance coverages as required herein in its own name and, in such event, Lessee shall reimburse Lessor for the costs of such coverages, including any required deductibles or retention payments, immediately upon request by Lessor.

13.2 Additional Insurance. In addition to the insurance described above, with respect to each Facility, Lessee shall maintain such additional insurance, including, without limitation, adequate loss of rents insurance with respect to casualty or condemnation events to the extent the coverages set forth in Sections 13.1(a)(iii) and 13.1(a)(iv) are not adequate, as may be reasonably required from time to time by any Facility Lender, and shall further at all times maintain adequate worker’s compensation insurance coverage for all persons employed by Lessee on the portion of the Leased Property relating to such Facility, to the extent required by any applicable local, state and federal laws. Notwithstanding anything contained herein to the contrary, Lessor shall not be prohibited from purchasing and maintaining such additional insurance as it may determine, in its sole discretion and at its own expense, to be necessary to protect its interest in all or any portion of the Leased Property.

13.3 Waiver of Subrogation. Lessee hereby waives any and all rights of recovery against Lessor, its officers, agents and employees, for all injury, loss of or damage to persons or

property, howsoever caused, including loss of use, to the extent such injury, loss or damage is covered or should be covered by required insurance or any other insurance maintained by Lessee, including sums within deductibles, retentions or self-insurance applicable thereto. This waiver applies to all first party property, business interruption, equipment, vehicle and workers compensation claims (unless prohibited under applicable state statutes), as well as third party liability claims. This waiver shall be in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to loss of, or damage to, property of the parties hereto. In as much as the above mutual waivers preclude the assignment of any aforesaid claim by way of subrogation to an insurance company, Lessee shall immediately give to each insurance company providing coverage under this Lease, written notice of the terms of said mutual waivers, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waivers. Lessee shall indemnify Lessor against any loss or expense, including reasonable attorneys’ fees, resulting from the failure to obtain such waiver from the insurer, if required.

13.4 Form of Insurance. At least five (5) Business Days prior to the applicable Acquisition Date with respect to a particular Facility, and thereafter, at least ten (10) Business Days prior to any insurance policy expiration date, Lessee shall provide verification of required insurance coverage for the following year which shall include the following:

(a) No later than the date that is forty-five (45) days after the applicable Acquisition Date and any such insurance policy expiration date, true and certified copies of the required insurance policies.

(b) In the event Lessee does not provide timely or proper verification, or does not maintain the insurance required hereunder or pay the premiums as required hereunder, Lessor shall be entitled, but shall have no obligation, to obtain such insurance and pay the premiums therefor, which premiums shall be repayable to Lessor as provided in this Lease, and failure to adhere to those repayment provisions shall constitute an Event of Default within the meaning of Section 16.1(a).

Lessee acknowledges and agrees that any insurance policies, endorsements and/or binders or certificates that provide that the insurer will “endeavor to” give notice before same may be altered, allowed to expire, or canceled will not be acceptable to Lessor, and Lessee shall use its commercially reasonable efforts to cause such language to be deleted from such any insurance policies, endorsements and/or binders or certificates. Notwithstanding anything contained herein to the contrary, all policies of insurance required to be obtained by Lessee hereunder shall (but only to the extent commercially available) provide (i) that such policies will not lapse, terminate, be canceled, or be amended or modified to reduce limits or coverage terms unless and until Lessor has received not less than thirty (30) days’ prior written notice at Lessor’s notice address as specified in this Lease (the “Lessor’s Notice Address”), with a simultaneous copy to (A) MPT Operating Partnership, L.P., Attention: President, 1000 Urban Center Drive, Suite 501, Birmingham, Alabama 35242, and (B) McGriff, Seibels & Williams, Inc., Attention: John F. Carter, 2211 7th Avenue South, Birmingham, Alabama 35233, and (ii) that in the event of cancellation due to non-payment of premium, the insurer will provide not less than ten (10) days’ prior written notice to Lessor at Lessor’s Notice Address, with a simultaneous copy to (A) MPT Operating Partnership, L.P., Attention: President, 1000 Urban Center Drive, Suite 501,

Birmingham, Alabama 35242, and (B) McGriff, Seibels & Williams, Inc., Attention: John F. Carter, 2211 7th Avenue South, Birmingham, Alabama 35233.

13.5 Increase in Limits. In the event that Lessor shall at any time in its reasonable discretion deem the limits of the personal injury, property damage or general public liability insurance then carried to be insufficient based on insurance limits generally in effect with respect to similar properties, the parties shall endeavor to agree on the proper and reasonable limits for such insurance to be carried and such insurance shall thereafter be carried with the limits thus agreed on until further change pursuant to the provisions of this Section 13.5. If the parties shall be unable to agree thereon, the proper and reasonable limits for such insurance to be carried shall be determined by an impartial third party selected by the parties. Nothing herein shall permit the amount of insurance to be reduced below the amount or amounts required by any of the Facility Instruments.

13.6 No Separate Insurance. Lessee shall not, on Lessee’s own initiative or pursuant to the request or requirement of any third party, take out separate insurance concurrent in form or contributing in the event of loss with that required in this Article XIII to be furnished by, or which may reasonably be required to be furnished by, Lessee, or increase the amounts of any then existing insurance by securing an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of the insurance, including in all cases Lessor and all Facility Lenders, are included therein as additional insureds and the loss is payable under said insurance in the same manner as losses are required to be payable under this Lease. Lessee shall immediately notify Lessor of the taking out of any such separate insurance or of the increasing of any of the amounts of the then existing insurance by securing an additional policy or additional policies.

ARTICLE XIV

FIRE AND CASUALTY

14.1 Insurance Proceeds. All proceeds payable by reason of any loss or damage to the Leased Property, or any portion thereof, and insured under any policy of insurance required by Article XIII shall be paid to Lessor and held by Lessor in trust and shall be made available for reconstruction or repair, as the case may be, of any damage to or destruction of the Leased Property, or any portion thereof, and shall be paid out by Lessor from time to time for the reasonable cost of such reconstruction or repair. Any excess proceeds of insurance remaining after the completion of the restoration or reconstruction of the Leased Property, or any portion thereof, (or in the event neither Lessor nor Lessee is required or elects to repair and restore, all such insurance proceeds) shall be paid over to, or retained by Lessor. All salvage resulting from any risk covered by insurance shall belong to Lessor except that any salvage relating to Capital Additions paid for by Lessee as described in Section 10.2 or to Lessee’s Personal Property as described in Section 14.4 shall belong to Lessee.

14.2 Reconstruction in the Event of Damage or Destruction Covered by Insurance.

(a) With respect to any Facility, if during the Term the portion of the Leased Property relating thereto is totally or partially destroyed from a risk covered by the insurance described in Article XIII and such portion of the Leased Property is thereby rendered Unsuitable for its Primary Intended Use (the “Impacted Facility”), Lessee shall elect, by giving written notice to Lessor within sixty (60) days following the date of such destruction, one of the following: (i) to restore such portion of the Leased Property relating to such Impacted Facility to substantially the same condition as existed immediately before the damage or destruction, or (ii) so long as no Event of Default then exists and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, and subject to Section 36.2, to purchase such portion of the Leased Property from Lessor for the Option Price, in which case all insurance proceeds payable pursuant to Section 14.1 shall be paid over to, or retained by, Lessee. The “Option Price” shall be equal to the greater of (1) the Fair Market Value Purchase Price of such portion of the Leased Property and (2) the sum of the Allocated Development Costs for such Impacted Facility and the actual costs of any Capital Additions funded by Lessor with respect thereto. In the event Lessee purchases such portion of the Leased Property pursuant to this Section 14.2(a), the terms set forth in Article XVIII shall apply and the sale/purchase must be closed within sixty (60) days after the date of the written notice from Lessee to Lessor of Lessee’s intent to purchase, unless a different closing date is agreed upon in writing by Lessor and Lessee. For purposes of any appraisal conducted in accordance with this Section, such appraisal shall not take into account the damage or destruction giving rise to Lessee’s rights hereunder.

(b) With respect to any Facility, if, during the Term, the portion of the Leased Property relating thereto is totally or partially destroyed from a risk covered by the insurance described in Article XIII, but such portion of the Leased Property is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such portion of the Leased Property to substantially the same condition as existed immediately before the damage or destruction. Such damage or destruction shall not terminate this Lease with respect to such portion of the Leased Property.

(c) With respect to each Facility, if the cost of the repair or restoration of the portion of the Leased Property relating thereto exceeds the amount of insurance proceeds received by Lessor from the insurance required under Article XIII, Lessee shall be obligated to contribute any excess amount needed to restore the portion of the Leased Property relating to such Facility prior to use of the insurance proceeds. Such amount shall be paid by Lessee to Lessor (or a Facility Lender if required) to be held in trust together with any other insurance proceeds for application to the cost of repair and restoration.

(d) With respect to each Facility, in the event Lessee elects to purchase the portion of the Leased Property relating to such Facility as provided in this Section 14.2, and, so long as no Event of Default then exists and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, this Lease shall terminate with respect to such portion of the Leased Property upon payment of the purchase price the Base Rent shall be reduced in accordance with Section 5.2, and Lessor shall transfer to Lessee its rights in

or remit to Lessee all insurance proceeds being held in trust by Lessor or the Facility Lender on or prior to the closing of Lessee’s purchase of such portion of the Leased Property.

14.3 Reconstruction in the Event of Damage or Destruction Not Covered by Insurance. If during the Term the portion of the Leased Property relating to any Facility is totally or partially damaged or destroyed from a risk not covered by the insurance described in Article XIII, then, whether or not such damage or destruction renders such Facility Unsuitable for its Primary Intended Use, Lessee shall, at its sole cost and expense, restore such portion of the Leased Property to substantially the same condition it was in immediately before such damage or destruction and such damage or destruction shall not terminate this Lease with respect to such portion of the Leased Property.

14.4 Lessee’s Personal Property. All insurance proceeds payable by reason of any loss of or damage to any Lessee’s Personal Property or any Capital Addition financed by Lessee shall be paid to Lessor and Lessor shall hold such insurance proceeds in trust to pay the cost of repairing or replacing the damage to Lessee’s Personal Property or the Capital Additions financed by Lessee, unless Lessee elects to purchase the portion of the Leased Property relating to such Facility, in which case such proceeds shall be paid to Lessee.

14.5 Restoration of Lessee’s Property. If Lessee is required or elects to restore the portion of the Leased Property relating to any Facility as provided in Sections 14.2 or 14.3, Lessee shall also restore all alterations and improvements made to Lessee’s Personal Property with respect thereto and all Capital Additions paid for by Lessee with respect thereto, in each case, to substantially the same condition existing before such casualty.

14.6 No Abatement of Rent. This Lease shall remain in full force and effect, and Lessee’s obligation to pay Rent and all other charges required by this Lease shall remain unabated during any period required for repair and restoration.

14.7 Waiver. Lessee hereby waives any statutory or common law rights of termination which may arise by reason of any damage to or destruction of any portion of the Leased Property relating to a particular Facility.

ARTICLE XV

CONDEMNATION

15.1 Parties’ Rights and Obligations. If during the Term there is any Taking of all or any part of the portion of the Leased Property relating to any Facility or any interest in this Lease relating to such portion of the Leased Property by Condemnation, the rights and obligations of the parties shall be determined by this Article XV.

15.2 Total Taking. If there is a Taking of all of the portion of the Leased Property relating to any Facility by Condemnation, this Lease shall terminate with respect to such portion of the Leased Property on the Date of Taking.

15.3 Partial Taking. If there is a Taking of a part, but not all, of the portion of the Leased Property relating to any Facility by Condemnation, this Lease shall remain in effect with

respect to such portion of the Leased Property if such portion of the Leased Property is not thereby rendered Unsuitable for its Primary Intended Use. If, however, such portion of the Leased Property is thereby rendered Unsuitable for its Primary Intended Use, Lessee shall either (a) restore such portion of the Leased Property, at its own expense and to the extent possible, to substantially the same condition as existed immediately before the partial Taking, or (b) so long as no Event of Default then exists and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, and subject to Section 36.2, acquire such portion of the Leased Property from Lessor for a purchase price equal to the Option Price, in which event this Lease shall terminate with respect to such portion of the Leased Property upon payment of the Option Price, and the Base Rent shall be reduced in accordance with Section 5.2. Lessee shall exercise its option by giving Lessor notice thereof within sixty (60) days after Lessee receives notice of the Taking with respect to such portion of the Leased Property. In the event Lessee exercises the option to purchase such portion of the Leased Property pursuant to this Section 15.3, the terms set forth in Article XVIII shall apply and the sale/purchase must be closed within sixty (60) days after the date of the written notice from Lessee to Lessor of Lessee’s intent to purchase, unless a different closing date is agreed upon in writing by Lessor and Lessee.

15.4 Award Distribution. In the event Lessee exercises the purchase option with respect to the portion of the Leased Property relating to a Facility as described in Section 15.3(b), the entire Award shall belong to Lessee so long as no Event of Default then exists and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, and Lessor agrees to assign to Lessee all of its rights to the Award. In any other event, the entire Award shall belong to and be paid to Lessor; provided, however, that if this Lease is terminated with respect to such portion of the Leased Property, and subject to the rights of any Facility Lender, Lessee shall be entitled to receive a sum attributable to Lessee’s Personal Property relating thereto and any reasonable removal and relocation costs, provided, in each case, the Award specifically includes such items. If Lessee is required or elects to restore such portion of the Leased Property, Lessor agrees that the Award shall be used for that restoration and it shall hold the Award in trust for application to the cost of the restoration.

ARTICLE XVI

DEFAULT

16.1 Events of Default. The occurrence of any one or more of the following events (individually, an “Event of Default”) shall constitute Events of Default hereunder:

(a) Lessee shall fail to make a payment of the Rent or any other monetary obligation when the same becomes due and payable by Lessee under this Lease (including, but not limited to, any failure to pay Insurance Premiums or Impositions), and such failure shall continue for a period of five (5) days after delivery of written notice thereof from Lessor; or

(b) Lessee shall fail to observe or perform any other term, covenant or condition of this Lease and such failure is not cured by Lessee within a period of thirty (30) days after receipt by Lessee of written notice thereof from Lessor, unless such failure cannot with due diligence be cured within a period of thirty (30) days (in Lessor’s reasonable discretion), in which case such

failure shall not be deemed to continue so long as Lessee commences to cure such failure within the thirty (30) day period and proceeds with due diligence to complete the curing thereof within sixty (60) days after receipt by Lessee of Lessor’s notice of default (it being understood and agreed that in no event shall any cure period exceed sixty (60) days); provided, however, in no event shall Lessor be required to give more than one (1) notice and cure period for Lessee’s failure to observe or perform the same (or repetitive) covenant or condition in any consecutive twelve (12) month period; or

(c) (i) any Facility Lessee or any Guarantor shall admit in writing its inability to pay its debts as they become due; or (ii) any Facility Lessee or any Guarantor shall file a petition in bankruptcy as a petition to take advantage of any insolvency act; or (iii) any Facility Lessee or any Guarantor shall be declared insolvent according to any law; or (iv) any Facility Lessee or any Guarantor shall make any general assignment for the benefit of its creditors; or (v) the estate or interest of any Facility Lessee in the Leased Property or any part thereof shall be levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of ninety (90) days after commencement thereof or thirty (30) days after receipt by Lessee of written notice thereof from Lessor (unless Lessee shall be contesting such lien or attachment in good faith in accordance with Article XII); or (vi) any petition shall be filed against any Facility Lessee or any Guarantor to declare such Facility Lessee or such Guarantor bankrupt, to take advantage of any insolvency act, or to delay, reduce or modify such Facility Lessee’s or such Guarantor’s capital structure and the same shall not be removed or vacated within ninety (90) days from the date of its creation, service or attachment; or (vii) any Facility Lessee or any Guarantor shall, after a petition in bankruptcy is filed against it, be adjudicated a bankrupt, or a court of competent jurisdiction shall enter an order or decree, with or without the consent of such Facility Lessee or such Guarantor, as the case may be, appointing a trustee, examiner or receiver of such Facility Lessee or such Guarantor or the whole or substantially all of its property, or approving a petition filed against such Facility Lessee or such Guarantor seeking reorganization or arrangement of such Facility Lessee or such Guarantor under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof, and such judgment, order or decree shall not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof; or

(d) a Change of Control Transaction (other than a Permitted Sale Transaction) shall occur which is not approved by Lessor in writing in advance; or

(e) Lessee abandons or vacates any portion of the Leased Property relating to a Facility (Lessee’s absence from such portion of the Leased Property for sixty (60) consecutive days shall constitute abandonment), or Lessee fails to continuously operate such Leased Property for sixty (60) consecutive days in accordance with the terms of this Lease (other than if such failure to continuously operate is due to casualty or other events of force majeure); or

(f) any Facility Lessee or Guarantor shall be liquidated or dissolved, or shall begin proceedings toward such liquidation or dissolution, or shall, in any manner, permit the sale or divestiture of substantially all of its assets other than in connection with a Permitted Sale Transaction; or

(g) a default shall occur under the Master Funding and Development Agreement, any Project Development Agreement or any Other Agreement which is not cured within the cure period as provided therein; or

(h) any Facility Lessee or Guarantor shall receive written notice of a monetary or a material non-monetary default or event of default occurs with respect to any Material Obligation of any Facility Lessee or Guarantor and such default or event of default is not cured within the applicable cure period provided by the document evidencing the Material Obligation; or

(i) Lessee shall fail to obtain or maintain the Letter of Credit as required by Section 38.14 or Lessee fails to provide Lessor with a replacement letter of credit as and when required under this Lease; or

(j) the Licenses necessary to operate any Facility as a Hospital location shall not be obtained by the applicable Operational Date, subject to extension as provided in Section 7.2(a); or

(k) at any time during the Term after at least three (3) Facilities have each been open for business for six (6) months, Lessee’s EBITDAR shall be less than Two Hundred Percent (200%) of Combined Lease Payments (as determined utilizing the trailing twelve (12) month operating and financial results of Lessee and measured on a calendar quarterly basis, commencing with the first calendar quarter when at least three (3) Facilities have each been open for business for six (6) months; provided, however, that in lieu of the trailing twelve (12) month operating and financial results with respect to any Facility Lessee (including the first three (3) Facility Lessees), the determination of EBITDAR and Combined Lease Payments will be based on the actual EBITDAR of such Facility Lessee and the portion of the Combined Lease Payments payable with respect to the Facility owned by such Facility Lessee during each of the first twelve (12) calendar months commencing in the first calendar month after such Facility Lessee has been open for business for six (6) months); or

(l) at any time during the Term:

(i) the Consolidated Fixed Charge Coverage Ratio of First Choice and its subsidiaries shall be less than (A) One Hundred Seventy-Five Percent (175%) for any calendar quarter ending on or before December 31, 2013, or (B) Two Hundred Percent (200%) for any calendar quarter ending on or after March 31, 2014 (in each case as determined utilizing the trailing twelve (12) month operating and financial results of First Choice and its subsidiaries and measured on a calendar quarterly basis); or

(ii) the consolidated Net Worth of First Choice and its subsidiaries shall be less than Fifty Million Dollars ($50,000,000) (as determined utilizing such information as provided to Lessor by Lessee or as Lessor may request pursuant to Section 23.6); provided, however, that for purposes of testing subsections (1)(i) and (1)(ii), in the event that a new Person becomes a FirstChoice subsidiary after the Commencement Date, such Person’s operating and financial results shall be measured from the first (1st) day of the first (1st) calendar month

after such Person becomes a FirstChoice subsidiary and such operating and financial results, in lieu of trailing twelve (12) month results, shall be utilized for a period of one (1) year); or

(m) Lessor shall receive a BOA Special Enforcement Notice (as defined in the Intercreditor Agreement) from BOA.

If an Event of Default has occurred, Lessor shall have the right at its election, then or at any time thereafter, to pursue any one or more of the following remedies, in addition to any remedies which may be permitted by law, by other provisions of this Lease or otherwise, without notice or demand, except as hereinafter provided:

A. If Lessee deserts, abandons, or vacates any portion of the Leased Property, Lessor may enter upon and take possession of the portion of the Leased Property relating to any one or more (including all, if so elected by Lessor) of the Facilities, regardless of whether such Event of Default emanated from or related primarily to a single Facility, to protect it or them from deterioration and continue to demand from Lessee Rent and other charges as provided in this Lease, without any obligation to relet (except to the extent required by applicable law); but if Lessor does relet such portion or portions of the Leased Property (on such terms and conditions as Lessor, in its sole discretion, shall deem reasonable), such action by Lessor shall not be deemed an acceptance of Lessee’s surrender of the Leased Property relating to such Facilities unless Lessor expressly notifies Lessee of such acceptance in writing, Lessee hereby acknowledging that Lessor shall otherwise be reletting as Lessee’s agent and Lessee furthermore hereby agreeing to pay to Lessor on demand any deficiency that may arise between the Rent and other charges as provided in this Lease and that which is actually collected by Lessor for such relet portion of the Leased Property.

B. Lessor may immediately terminate Lessee’s right of possession of the portion or portions of the Leased Property relating to any one or more (including all, if so elected by Lessor) of the Facilities (whether one or more, the “Terminated Possession Facility”), but not terminate this Lease with respect to such portion or portions of the Leased Property, and without notice or demand, except as may be required by applicable law, enter upon such portion or portions of the Leased Property or any part thereof and take absolute possession of the same, and at Lessor’s sole option may relet such portion or portions of the Leased Property or any part thereof for such terms and such rents as Lessor may reasonably elect. In the event of such reletting, the rent received by Lessor from such reletting shall be applied to Lessee’s obligations in the order which Lessor may reasonably determine, and Lessee shall satisfy and pay any deficiency upon demand therefor from time to time. Any entry into and possession of any portion of the Leased Property by Lessor shall be without liability or responsibility to Lessee and shall not be in lieu of or in substitution for any other legal rights of Lessor hereunder. Lessee further agrees that Lessor may file suit to recover any sums due under the terms of this Lease and that no recovery of any portion due Lessor hereunder shall be any defense to any subsequent action brought by Lessor for any other amounts not reduced to judgment in favor of Lessor. Reletting the portion of the Leased Property relating to any one or more of such Terminated Possession Facilities shall not be construed as an election on the part of Lessor to terminate this Lease with respect to such Leased Property and, notwithstanding any such reletting without termination, Lessor may at any time thereafter elect to terminate this Lease for default with

respect to the Leased Property of any one or more (including all, if so elected by Lessor) of the Facilities.

C. Lessor may terminate this Lease with respect to any portion or portions of the Leased Property of any one or more (including all, if so elected by Lessor) of the Facilities (whether one or more, the “Terminated Facility”), regardless of whether such Event of Default emanated from or related primarily to a single Facility, by written notice to Lessee, in which event Lessee shall immediately surrender to Lessor the portion of the Leased Property relating to each such Terminated Facility, and if Lessee fails to do so, Lessor may, without prejudice to any other remedy which Lessor may have for possession or arrearages in Rent or any other payments under this Lease (including any interest and payment penalty which may have accrued pursuant to the terms of this Lease), enter upon and take possession of such portion of the Leased Property relating to such Terminated Facility and expel or remove the applicable Facility Lessee and any other Person who may be occupying such portion of the Leased Property, by force, if necessary, without being liable for prosecution or any claim for damages therefor.

D. In the event that Lessor has either repossessed a portion of the Leased Property pursuant to subsections A or B above, or terminated this Lease with respect to one or more (or all, if so elected by Lessor) of such Facilities pursuant subsection C, and Lessor elects to enter upon such portion of the Leased Property as provided herein, Lessor may change, alter, and/or modify the door locks on all entry doors of such portion of the Leased Property, thereby permanently excluding Lessee and its officers, principals, agents, employees, representatives and invitees therefrom.

E. In addition to any other available remedies, at Lessor’s option, with respect to each Facility, Lessor shall have those rights (i) to purchase Lessee’s Personal Property in the manner provided in Section 33.2, and (ii) to effect a transfer or reissuance of the Licenses pursuant to the terms of Article XXXVI.

F. Without limiting any rights or remedies available to Lessor, Lessee acknowledges and agrees that if Lessor receives a Special Enforcement Notice from BOA in accordance with the Intercreditor Agreement, Lessor shall have the right and option, in its sole and absolute discretion, to terminate this Lease or Lessee’s right to possession of the Leased Property as provided under subsections B and C above. Lessee’s acknowledgement and agreement in this subsection F is a material inducement to Lessor entering into the Intercreditor Agreement and without such acknowledgement Lessor would not be willing to enter into the Intercreditor Agreement with BOA.

G. If this Lease is assigned with respect to any portion of the Leased Property, or if any portion of the Leased Property is relet, Lessee hereby irrevocably constitutes and appoints Lessor as Lessee’s agent to collect the rents and all other sums due by such assignee or Tenant and apply the same to the Rent due hereunder without in any way affecting Lessee’s obligation to pay any unpaid balance of Rent due hereunder.

H. Proceed as a secured party under the provisions of the Uniform Commercial Code against the goods and other personal property relating to the Leased Property, including Lessee’s

Personal Property located on the Leased Property, in which Lessor has a security interest, subject to the Intercreditor Agreement.

I. Exercise any and all other rights and/or remedies granted or allowed to landlords by any existing or future statute or other law of the State where the applicable portion of the Leased Property is located.

J. In the event, and only in the event, that applicable law requires Lessor to attempt to mitigate damages following the exercise of Lessor’s rights under this Lease, as the case may be, Lessor shall use reasonable efforts to the extent required by applicable law to relet such portion or portions of Leased Property on such terms and conditions as Lessor, in its sole good faith judgment, may determine (including, without limitation, a lease term different than the Term, rental concessions, alterations and repair any such portion of the Leased Property; provided, however, that, with respect to any such portion of the Leased Property (i) Lessor shall not be obligated to relet such portion of the Leased Property before leasing other vacant space owned or operated by Lessor, (ii) Lessor reserves the right to refuse to lease such portion of the Leased Property to any potential tenant that does not meet Lessor’s reasonable standards and criteria for leasing any other comparable space owned or operated by Lessor, and (iii) Lessor shall not be obligated to undertake any greater efforts to relet such portion of the Leased Property than Lessor utilizes to lease any other vacant space owned or operated by Lessor. In any proceeding in which Lessor’s efforts to mitigate damages and/or its compliance with this subsection J is at issue, Lessor shall be presumed to have used reasonable efforts to mitigate damages and Lessee shall bear the burden of proof to establish that such reasonable efforts were not used. Lessee shall cooperate with Lessor in all reletting and mitigation efforts.

K. To the extent permitted by law and without limiting any of the other legal and equitable remedies available to Lessor hereunder and under law, any loss and damages incurred by Lessor hereunder may be determined, at Lessor’s option, by either of the following alternative measures of damages:

L. Until Lessor is able to relet the portion of the Leased Property relating to any Terminated Facility or Terminated Possession Facility, although Lessor shall be under no obligation to attempt to do so (unless expressly required by applicable law), Lessee shall pay to Lessor, on or before the first day of each calendar month, the monthly rentals and other charges relating to such Terminated Facility or Terminated Possession Facility as provided in this Lease. After such portion or portions of the Leased Property have been relet by Lessor, Lessee shall pay to Lessor on the tenth (10th) day of each calendar month the difference between the monthly rentals and other charges relating to such Terminated Facility or Terminated Possession Facility as provided in this Lease for the preceding calendar month and those actually collected by Lessor for that month. If it is necessary for Lessor to bring suit to collect any deficiency, Lessor shall have the right to allow such deficiencies to accumulate and to bring an action on several or all of the accrued deficiencies at one time. Any such suit shall not prejudice in any way the right of Lessor to bring a similar action for any subsequent deficiency or deficiencies. Any amount collected by Lessor from subsequent Tenants for any calendar month, in excess of the monthly rentals and other charges relating to such Terminated Facility or Terminated Possession Facility as provided in this Lease, shall be credited to Lessee in reduction of Lessee’s liability for any calendar month for which the amount collected by Lessor will be less than the monthly rentals

and other charges provided in this Lease, but Lessee shall have no right to any excess other than the above described credit.

M. When Lessor desires, Lessor may demand a final settlement with respect to any one or more Terminated Facilities or Terminated Possession Facilities. Upon demand for such final settlement, Lessor shall have a right to, and Lessee hereby agrees to pay an amount equal to the difference between (A) the total of all monthly rentals and other charges relating to such Terminated Facility or Terminated Possession Facility as provided in this Lease for the remainder of the Term and (B) the reasonable rental value for such Terminated Facility or Terminated Possession Facility for such period, with such difference to be discounted to present value at a fixed discount rate equal to eight percent (8%).

N. If Lessor elects to exercise any of the foregoing remedies with respect to one or more of the Facilities, such election shall in no way prejudice Lessor’s right at any time thereafter to cancel said election in favor of any other legal or equitable remedies or elsewhere in this Lease or under law.

O. No receipt of moneys by Lessor from Lessee after a termination of this Lease with respect to any portion of the Leased Property relating to any one or more of the Facilities or of Lessee’s rights under this Lease by Lessor with respect to any such portion of the Leased Property shall reinstate, continue or extend the Term of this Lease with respect to such portion of the Leased Property or affect any notice theretofore given to Lessee, or operate as a waiver of the right of Lessor to enforce the payment of Rent and any related amounts to be paid by Lessee to Lessor then due or thereafter falling due, it being agreed that after the commencement of suit for possession of such portion of the Leased Property, or after final order or judgment for the possession of such portion of the Leased Property, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such suit, order or judgment, all such money collected being deemed payments on account of the use and occupation of such portion of the Leased Property or, at the election of Lessor, on account of Lessee’s liability hereunder. Lessee hereby waives any and all rights of redemption provided by any law, statute or ordinance now in effect or which may hereafter be enacted.

16.2 Additional Expenses. It is further agreed that, in addition to payments required pursuant to Section 16.1 above and the provisions of Section 38.3, Lessee shall compensate Lessor and its Affiliates for (a) all expenses incurred by Lessor and its Affiliates in enforcing the provisions of this Lease and in repossessing the Leased Property, (b) all expenses incurred by Lessor and its Affiliates in reletting, (c) all concessions granted to a new Tenant or Tenants upon reletting, and (d) Lessor’s and its Affiliates’ reasonable attorneys’ fees and expenses.

16.3 No Waiver by Lessor. No right or remedy herein conferred upon or reserved to Lessor is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other legal or equitable right or remedy given hereunder, or at any time existing. The failure of Lessor to insist upon the strict performance of any provision or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. Forbearance by Lessor to enforce one or more of the remedies herein provided upon an Event of Default shall not be deemed or construed to constitute a waiver of such default. Further, if Lessor elects to exercise any of the remedies

prescribed in any of Section 16.1 above, this election shall in no way prejudice Lessor’s right at any time thereafter to cancel said election in favor of any other remedy elsewhere in this Lease. Pursuit of any of such remedies shall not preclude pursuit of any other remedies prescribed in other sections of this Lease and any other remedies provided by law or equity.

16.4 Waiver of Statutory Rights. If this Lease is terminated pursuant to Section 16.1, Lessee waives, to the extent permitted by applicable law, (a) any right of redemption, re-entry or repossession, (b) the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt, and (c) any statutory requirement of prior written notice for filing eviction or damage suits for nonpayment of Rent or any other payments under this Lease. Lessee acknowledges and agrees that no waiver by Lessor of any provision of this Lease shall be deemed to have been made unless made under signature of an authorized representative of Lessor.

ARTICLE XVII

LESSOR’S RIGHT TO CURE

Upon the occurrence of an Event of Default, or if any Facility Lessee or Guarantor shall fail to make payment or to perform any Material Obligation, including any obligation relating to any receivables or working capital loan or financing provided to Lessee for the purchase or lease of Lessee’s Personal Property (collectively the “RFFE Loans”) and to cure such failure within the relevant time period provided in the document evidencing such Material Obligation, Lessor, without waiving or releasing any obligation or Event of Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of Lessee, and may, to the extent permitted by law, enter upon the portion of the Leased Property relating to each Facility for such purpose and take all such action thereon as, in Lessor’s opinion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Lessee. All sums so paid by Lessor and all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses, in each case, to the extent permitted by law) so incurred, together with a late charge thereon (to the extent permitted by law) at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Lessor, shall be paid by Lessee to Lessor on demand.

ARTICLE XVIII

PURCHASE OF THE LEASED PROPERTY

In the event Lessee purchases the Leased Property or any portion of the Leased Property relating to any Facility pursuant to the terms of this Lease, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent, including, without limitation, any unpaid Additional Charges and any other amounts owed by Lessee or its Affiliates to Lessor and its Affiliates, due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property of such Facility to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those placed by Lessee on the Leased Property; (b) those that

Lessee has agreed or is required hereunder to pay or discharge; (c) those encumbrances placed on the Leased Property in accordance with Sections 7.3 and 38.7, if any; and (d) any matters affecting such portion of the Leased Property on or as of the applicable Acquisition Date. It shall be a condition precedent to Lessee’s obligation to purchase the Leased Property that the applicable Title Company agree to commit to issue a title policy insuring title to the Leased Property subject only to the matters described in clauses (a) through (d) of the preceding sentence (and MPT shall deliver an Owner’s Affidavit in customary form to the Title Company as may be necessary for the Title Company, with appropriate qualifications based on Lessee’s sole and absolute control and possession of the Leased Property during the Term) to issue a title policy). All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, reasonable attorneys’ fees incurred by Lessor in connection with such conveyance, transfer taxes, prepayment penalties, and any other fees of any Facility Lender with respect to any Facility Instrument, recording fees and similar charges shall be paid by Lessee.

ARTICLE XIX

HOLDING OVER

If Lessee shall for any reason remain in possession of the Leased Property after the expiration or earlier termination of this Lease, or after the termination of Lessee’s right to possession of the Leased Property hereunder, such possession shall be as a month-to-month tenancy, during which time Lessee shall pay, as rental each month, the product of one and one-half (1.5) times the monthly Base Rent payable with respect to the last complete month prior to such expiration or termination of this Lease, together with all Additional Charges accruing during the month and all other sums, if any, payable by Lessee pursuant to the provisions of this Lease with respect to the Leased Property. During such period of tenancy, Lessee shall be obligated to perform and observe all of the terms, covenants and conditions of this Lease, but shall have no rights hereunder other than the right, to the extent given by law to month-to-month tenancies, to continue its occupancy and use of the Leased Property. Nothing contained herein shall constitute the consent, express or implied, of Lessor to the holding over of Lessee after the expiration or earlier termination of this Lease, or after the termination of Lessee’s right to possession of the Leased Property hereunder.

ARTICLE XX

RISK OF LOSS

During the Term, the risk of loss of, or decrease in, the enjoyment and beneficial use of the Leased Property in consequence of the damage or destruction thereof by fire, the elements, casualties, thefts, riots, wars or otherwise, or in consequence of foreclosures, attachments, levies or executions (other than by Lessor and those claiming from, through or under Lessor) is assumed by Lessee and, Lessor shall in no event be answerable or accountable therefor nor shall any of the events mentioned in this Article XX entitle Lessee to any abatement of Rent except as specifically provided in this Lease.

ARTICLE XXI

INDEMNIFICATION

NOTWITHSTANDING THE EXISTENCE OF ANY INSURANCE OR SELF INSURANCE PROVIDED FOR IN ARTICLE XIII AND WITHOUT REGARD TO THE POLICY LIMITS OF ANY SUCH INSURANCE OR SELF INSURANCE, IN ADDITION TO ANY OTHER INDEMNIFICATION OBLIGATIONS OF LESSEE AND GUARANTOR AS PROVIDED IN THIS LEASE AND THE OTHER AGREEMENTS, LESSEE WILL PROTECT, INDEMNIFY, SAVE HARMLESS AND DEFEND LESSOR FROM AND AGAINST ALL LIABILITIES, OBLIGATIONS, CLAIMS, DAMAGES, PENALTIES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) TO THE EXTENT PERMITTED BY LAW), IMPOSED UPON OR INCURRED BY OR ASSERTED AGAINST LESSOR BY REASON OF: (A) ANY ACCIDENT, INJURY TO OR DEATH OF PERSONS OR LOSS OF PERSONAL PROPERTY OCCURRING ON OR ABOUT THE LEASED PROPERTY OR ADJOINING SIDEWALKS, INCLUDING WITHOUT LIMITATION ANY CLAIMS OF MALPRACTICE, (B) ANY USE, MISUSE, NON-USE, CONDITION, MAINTENANCE OR REPAIR BY LESSEE OF THE LEASED PROPERTY, (C) ANY IMPOSITIONS (WHICH ARE THE OBLIGATIONS OF LESSEE TO PAY PURSUANT TO THE APPLICABLE PROVISIONS OF THIS LEASE), (D) ANY FAILURE ON THE PART OF LESSEE TO PERFORM OR COMPLY WITH ANY OF THE TERMS OF THIS LEASE, (E) THE NON-PERFORMANCE OF ANY OF THE TERMS AND PROVISIONS OF ANY AND ALL EXISTING AND FUTURE SUBLEASES OF THE LEASED PROPERTY TO BE PERFORMED BY THE LANDLORD (LESSEE) THEREUNDER, (F) THE REALIZATION OF TAXABLE INCOME OR GAIN BY ANY FACILITY LESSOR OR ANY EQUITY CONSTITUENT OF ANY FACILITY LESSOR UNDER THE CODE IN CONNECTION WITH ANY PROPERTY SUBSTITUTION, AND (G) ANY AND ALL LAWFUL ACTION THAT MAY BE TAKEN BY LESSOR IN CONNECTION WITH THE ENFORCEMENT OF THE PROVISIONS OF THIS LEASE, WHETHER OR NOT SUIT IS FILED IN CONNECTION WITH SAME, OR IN CONNECTION WITH LESSEE OR A GUARANTOR AND/OR ANY PARTNER, JOINT VENTURER, MEMBER OR SHAREHOLDER THEREOF BECOMING A PARTY TO A VOLUNTARY OR INVOLUNTARY FEDERAL OR STATE BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING. ANY AMOUNTS WHICH BECOME PAYABLE BY LESSEE UNDER THIS ARTICLE XXI SHALL BE PAID WITHIN FIFTEEN (15) DAYS AFTER LIABILITY THEREFOR ON THE PART OF LESSOR IS DETERMINED BY LITIGATION OR OTHERWISE AND, IF NOT TIMELY PAID, SHALL BEAR A LATE CHARGE (TO THE EXTENT PERMITTED BY LAW) AT THE OVERDUE RATE AND A LATE PAYMENT PENALTY COMPUTED AT THE LATE PAYMENT PENALTY RATE FROM THE DATE OF SUCH DETERMINATION TO THE DATE OF PAYMENT. LESSEE, AT ITS EXPENSE, SHALL CONTEST, RESIST AND DEFEND ANY SUCH CLAIM, ACTION OR PROCEEDING ASSERTED OR INSTITUTED AGAINST LESSOR AND MAY COMPROMISE OR OTHERWISE DISPOSE OF THE SAME, SUBJECT TO LESSOR’S APPROVAL. NOTHING HEREIN SHALL BE

CONSTRUED AS INDEMNIFYING LESSOR AGAINST ITS OWN GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT.

ARTICLE XXII

ASSIGNMENTS AND SUBLEASING

22.1 Assignment and Subleasing.

(a) Except an assignment in connection with a Permitted Sale Transaction (which shall be permitted without Lessor prior written consent), Lessee shall not assign this Lease without Lessor’s prior written consent. Lessor shall not unreasonably withhold its consent to any assignment that requires its consent, provided that, that no Event of Default then exists and so long as immediately following any such assignment, Lessor has reasonably determined that (x) the assignee shall be in pro forma compliance with the covenant applicable to Lessee set forth in Section 16.1(k), to the extent then applicable, and (y) a Person than owns 51% or more of the direct or indirect Equity Interests of the assignee shall be in pro forma compliance with the covenants applicable to First Choice set forth in Section 16.1(l) (which compliance shall be measured to include such Person’s subsidiaries, as applicable), and provided further that (i) the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed; (ii) an original counterpart of each such assignment and assumption, duly executed by Lessee and such assignee in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor; and (iii) Lessor shall have received the necessary Credit Enhancements from such assignee comparable to that existing prior to such assignment. If the foregoing conditions are satisfied, then Lessee shall be released from all liabilities and obligations accruing under this Lease from and after such assignment. Notwithstanding anything contained in this Lease to the contrary, any assignment must be of all of Lessee’s right, title and interest in and to this Lease and the Leased Property such that this Lease is not severed with respect to any one or more of the Facilities.

(b) Lessee may sublease any portion of the Leased Property provided that (i) the Tenant Lease and the Tenant shall comply with the provisions of Section 22.2, (ii) an original counterpart of each such Tenant Lease, duly executed by Lessee and such Tenant shall be delivered promptly to Lessor, and (iii) Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the obligations, covenants and conditions to be performed by Lessee hereunder and under all of the other documents executed in connection herewith.

22.2 Sublease Limitations. In addition to the sublease limitations as set forth in Section 22.1, and notwithstanding anything contained in this Lease to the contrary, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the Tenant thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the Tenant, or (b) any other formula such that any portion of the sublease rental received by Lessor would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. Moreover, Lessee shall not sublet any portion of the Leased Property for a term extending beyond the Fixed Term without the express consent of Lessor, not to be unreasonably withheld, conditioned or delayed.

In addition, all Tenants and Tenant Leases shall comply with the Healthcare Laws. Lessee agrees that all subleases must include provisions to the effect that (i) such Tenant Lease is subject and subordinate to all of the terms and provisions of this Lease, to the rights of Lessor hereunder, and to all financing documents relating to any Lessor financing in connection with the Leased Property, (ii) in the event this Lease shall terminate or be terminated before the expiration of the Tenant Lease, the Tenant will, at Lessor’s option, exercisable at any time in Lessor’s discretion, attorn to Lessor and waive any right the Tenant may have to terminate the Tenant Lease or to surrender possession thereunder as a result of the termination of this Lease, (iii) Tenant shall from time to time upon request of Lessee or Lessor furnish within twenty (20) days from request an estoppel certificate in form and content reasonably acceptable to Lessor or any Facility Lender relating to the Tenant Lease, (iv) in the event the Tenant receives a written notice from Lessor or Lessor’s successor or assign, if any, stating that an Event of Default has occurred under this Lease, the Tenant shall thereafter be obligated to pay all rentals accruing under said Tenant Lease directly to the party giving such notice, or as such party may direct (all rentals received from the Tenant by Lessor or Lessor’s successor or assign, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease), (vi) such Tenant Lease shall at all times be subject to the obligations and requirements as set forth in this Article XXII, and (vii) Tenant shall provide to Lessor upon written request such officer’s certificates and financial statements as Lessor may reasonably request from time to time.

22.3 Sublease Subordination and Non-Disturbance. Within twenty (20) days after request by Lessor or Lessee with respect to any Tenant, Lessee shall cause such Tenant to execute and deliver to Lessor and Lessor shall execute and deliver to such Tenant a subordination, non-disturbance and attornment agreement relating to such Tenant’s Tenant Lease, which subordination, non-disturbance and attornment agreement shall be in form mutually satisfactory to Lessor and Lessee. Within twenty (20) days from the date of request of Lessor, a Facility Lender or Lessee, with respect to any Tenant, Lessee shall cause such Tenant and Lessor shall cause such Facility Lender to enter into a written agreement in a form reasonably acceptable to such Facility Lender and such Tenant whereby (x) such Tenant subordinates the Tenant Lease and all of its rights and estate thereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agrees with each such Facility Lender that such Tenant will attorn to and recognize such Facility Lender or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of the Tenant Lease and (y) such Facility Lender shall agree that Tenant shall not be disturbed in peaceful enjoyment of the applicable portion of the Leased Property nor shall the applicable Tenant Lease be terminated or canceled at any time, except as specified in the applicable Tenant Lease.

ARTICLE XXIII

OFFICER’S CERTIFICATES; FINANCIAL

STATEMENTS; NOTICES AND OTHER CERTIFICATES

23.1 At any time and from time to time within twenty (20) days following written request by Lessor or Lessee, Lessor ,or each Facility Lessee and Guarantor, as the case may be, shall furnish to the other party an Officer’s Certificate certifying that (i) this Lease is unmodified and in full

force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Rent has been paid, and (ii) no Event of Default then exists and no event has occurred and no condition currently exists that would, but for the giving of any required notice or expiration of any applicable cure period, constitute an Event of Default, or disclosing that such an event or condition, if any, exists. Any such Officer’s Certificate furnished by Lessee and Guarantor pursuant to this Section 23.1 may be relied upon by Lessor and any prospective purchaser of the Leased Property. Any such Officer’s Certificate furnished by Lessor pursuant to this Section 23.1 may be relied upon by Lessee and by any prospective assignee thereof.

23.2 Each Facility Lessee shall furnish, or cause to be furnished, to Lessor the following items in such form and detail as Lessor may reasonably require:

(a) within one hundred twenty (120) days after the end of each year, audited Financial Statements of Guarantor on a consolidated basis (which shall include supplementary consolidating schedules for each Facility Lessee), prepared by a nationally recognized accounting firm or an independent certified public accounting firm reasonably acceptable to Lessor, which statements shall include balance sheets and statements of operations and of cash flows, all in accordance with GAAP for the year then ended; and

(b) within forty-five (45) days after the end of each quarter, current balance sheets and quarterly statements of operations and of cash flows of Guarantor and such Facility Lessee, certified to be true and correct by an officer of Guarantor; and

(c) within thirty (30) days after the end of each month, current balance sheets, monthly income statements and of cash flows (if such monthly statement of cash flows is available or produced in the ordinary course of business) of such Facility Lessee and operating statistics of its Facility; and

(d) within ten (10) days after receipt, any and all notices (regardless of form) from any and all licensing and/or certifying agencies that any license or certification operated by such Facility Lessee is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility’s license or certification; and

(e) with reasonable promptness, such other information respecting the financial condition and affairs of such Facility Lessee and Guarantor as Lessor may reasonably request from time to time.

23.3 Within two (2) Business Days after receipt, each Facility Lessee shall furnish to Lessor copies of all notices and demands from any third-party payor concerning any overpayment which will or may result in a repayment or a refund in excess of Five Percent (5%) of the Allocated Development Costs with respect to such Facility.

23.4 Each Facility Lessee shall furnish to Lessor prompt written notice of, and any information related to, any governmental investigations of such Facility Lessee or any Guarantor (or any of their respective Affiliates), or any inspections or investigations of the Facility which

are conducted by any United States Attorney, State Attorney General, or the Office of the Inspector General of the Department of Health and Human Services.

23.5 Each Facility Lessee shall furnish to Lessor immediately upon receipt thereof copies of all notices of material adverse events or deficiencies as defined by the regulations and standards of the Joint Commission (formerly known as the Joint Commission on the Accreditation of Healthcare Organizations) (the “Joint Commission”) or the equivalent accrediting body relied upon by such Facility Lessee in the operation of the Facility operated by such Facility Lessee or any part thereof.

23.6 In order to determine and confirm the prevailing consolidated Net Worth of First Choice and its subsidiaries, upon Lessor’s request from time to time, Lessee shall deliver (or cause to be delivered) promptly to Lessor, but in no event later than ten (10) Business Days after such request, the most recently available Financial Statements and such other financial and operational information as Lessor reasonably requests to determine such Net Worth.

23.7 Each Facility Lessee shall provide immediate written notice to Lessor of any written notice it receives relating to a monetary or material non-monetary default or event of default with respect to any Material Obligation of such Facility Lessee or Guarantor, including any RFFE Loan, and upon Lessor’s request, such Facility Lessee or Guarantor shall furnish to Lessor a certificate in form reasonably acceptable to Lessor certifying that, with respect to each Material Obligation, no default or event of default then exists and no event has occurred and no condition currently exists that would, but for the giving of any required notice or expiration of any applicable cure period, constitute a default or event of default thereunder.

ARTICLE XXIV

INSPECTION

Upon reasonable prior written notice, Lessee shall permit Lessor, or its designated Affiliate, and their respective authorized representatives to inspect the Leased Property during usual business hours subject to any security, health, safety or confidentiality requirements of Lessee, any governmental agency, any Insurance Requirements relating to the Leased Property, or imposed by law or applicable regulations; except that, in the event of an emergency, Lessor shall have the right to inspect the Leased Property upon reasonable notice (which in this circumstance may be verbal).

ARTICLE XXV

NO WAIVER

No failure by Lessor or Lessee to insist upon the strict performance of any term of this Lease or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent or any other payment due under the terms of this Lease during the continuance of any such breach, shall constitute a waiver of any such breach or any such term. To the extent permitted by law, no waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect with respect to any other then existing or subsequent

breach. Lessor and Lessee agree that no waiver shall be effective hereunder unless it is in writing.

ARTICLE XXVI

REMEDIES CUMULATIVE

To the extent permitted by law, each legal, equitable or contractual right, power and remedy of Lessor or Lessee now or hereafter provided either in this Lease or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Lessor or Lessee of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Lessor or Lessee of any or all of such other rights, powers and remedies.

ARTICLE XXVII

SURRENDER

No surrender to Lessor of this Lease or of the Leased Property, or of any part thereof or interest therein, shall be valid or effective unless agreed to and accepted in writing by Lessor, and no act by Lessor or any representative or agent of Lessor, other than such a written acceptance by Lessor, shall constitute an acceptance of any such surrender.

ARTICLE XXVIII

NO MERGER OF TITLE

There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same person, firm, corporation or other entity may acquire, own or hold, directly or indirectly, (a) this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate and (b) the fee estate in the Leased Property.

ARTICLE XXIX

TRANSFERS BY LESSOR; LESSOR SEVERANCE RIGHTS

29.1 Transfers by Lessor. Lessee acknowledges and agrees that Lessor may sell its interest in the Leased Property in whole or in part, and Lessor may assign its interest in this Lease (including any Severed Lease) in whole or in part, to any Person other than any Person whose primary business is the provision of physician-staffed emergency room or urgent care medical services (a “Non-Permissible Assignee”); provided, however, that if there shall exist any Event of Default, Lessor may sell its interest in the Leased Property in whole or in part, and Lessor may assign its interest in this Lease (including any Severed Lease) in whole or in part, to any Person, including, without limitation, a Non-Permissible Assignee. If Lessor or any successor owner of any portion of the Leased Property relating to any Facility shall convey such portion of the Leased Property in accordance with the terms hereof, other than as security for a debt, and the grantee or transferee of such portion of the Leased Property shall expressly assume all obligations of Lessor hereunder arising or accruing from and after the date of such

conveyance or transfer and Lessor or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Lessor under this Lease relating to such portion of the Leased Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner. Lessee agrees that any successor purchaser may exercise any and all rights of Lessor; provided, however, such successor purchaser shall be subject to the same restrictions imposed upon Lessor hereunder. Lessor may divulge to any such prospective purchaser all information, reports, financial statements, certificates and documents obtained by it from Lessee and shall require any such prospective purchaser to enter into a confidentiality agreement with respect to such information. Lessee shall have no right of consent or approval relating to any such sale, transfer or assignment by Lessor.

29.2 Severance Rights. Notwithstanding the unitary nature of this Lease, Lessor may at any time and from time to time cause this Lease to be severed with respect to the portion or portions of Leased Property relating to any one or more Facilities (each, a “Severed Property”). If Lessor shall desire to sever this Lease pursuant to this Section 29.2, Lessor shall deliver written notice (each, a “Severance Notice”) to Lessee not less than fifteen (15) days prior to the date that this Lease shall be severed with respect to the Severed Property or Severed Properties identified in the Severance Notice (such date identified in a Severance Notice, a “Severance Date”). The Severance Notice shall specify the Severed Property and the Severance Date. Effective upon a Severance Date, the applicable Severed Property shall no longer be part of the Leased Property under this Lease and such Severed Property shall be deemed to be and shall be leased by such Lessor to Lessee for the amount of Rent allocable to such Severed Property pursuant to a separate lease (a “Severed Lease”) upon the same terms and conditions as provided in this Lease (except for such provisions as by their terms are not applicable to such Severed Property); it being agreed, however, that the liability of the applicable lessor under the Severed Lease shall be limited to such Lessor’s interest in the Severed Property. Effective upon the Severance Date, the Rent payable with respect to each Severed Property shall no longer be payable by Lessee under this Lease and shall instead be payable under the Severed Lease applicable to such Severed Property. Effective on the Severance Date, the parties shall enter into the Severed Lease, and an amendment of this Lease, an amendment of the applicable Other Agreements that assures that Lessor receives Credit Enhancements for both the Severed Lease and this Lease as so amended, comparable to that existing prior to the severance. For so long as Lessor under this Lease shall be the lessor under a Severed Lease, any such Severed Lease and the related Credit Enhancements shall be deemed “Other Agreements” for all purposes under this Lease, any Event of Default under such Severed Lease or such Credit Enhancements shall constitute an Event of Default under this Lease, and any Event of Default under this Lease or such Other Agreements shall constitute an Event of Default under such Severed Lease. Lessor will prepare the Severed Lease, the Credit Enhancements, the Lease amendment and, if necessary, the amendments to the applicable Other Agreements with respect to each Severed Property consistent with the provisions of this Section 29.2 and the parties agree to execute and deliver or cause to be executed and delivered.

ARTICLE XXX

QUIET ENJOYMENT

So long as Lessee shall pay all Rent as the same becomes due and shall fully comply with all of the terms of this Lease and fully perform its obligations hereunder, Lessee shall peaceably and quietly have, hold and enjoy the Leased Property for the Term hereof, free of any claim or other action by Lessor or anyone claiming by, through or under Lessor, but subject to the Permitted Exceptions and all liens and encumbrances hereafter consented to by Lessee.

ARTICLE XXXI

NOTICES

All notices, demands, consents, approvals, requests and other communications required or permitted to be provided under this Lease shall be in writing (except where specifically stated otherwise) and shall be either (a) delivered in person, (b) sent by certified mail, return receipt requested, (c) delivered by a recognized delivery service, or (d) sent by facsimile transmission and addressed as follows:

if to any Lessee:	c/o First Choice ER, LLC
	2941 S. Lake Vista, Suite 200
	Lewisville, Texas 75067
	Attn: Chief Development Officer
	Phone: (972) 899-6666
	Fax: (972) 899-6664

with a copy to:	First Choice ER, LLC
	2491 S. Lake Vista, Suite 200
	Lewisville, Texas 75067
	Attn: Legal Department
	Phone: (972) 899-6666
	Fax: (972) 899-6664

with a copy to:	DLA Piper LLP (US)
	203 North LaSalle Street, Suite 1900
	Chicago, Illinois 60601 1293
	Attn: Merle Teitelbaum Cowin, Esq.
	Phone: (312) 368-4089
	Fax: (312) 630-7419

if to any Lessor:	c/o MPT Operating Partnership, L.P.
	1000 Urban Center Drive, Suite 501
	Birmingham, Alabama 35242
	Attn: Legal Department
	Phone: (205) 969-3755
	Fax: (205) 969-3756

with a copy to:	Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
	1400 Wells Fargo Tower
	420 Twentieth Street North
	Birmingham, Alabama 35203
	Attn: Thomas O. Kolb, Esq.
	Phone: (205) 250-8321
	Fax: (205) 322-8007

ARTICLE XXXII

APPRAISAL

If it becomes necessary to determine the Fair Market Value of any portion of the Leased Property relating to a particular Facility, each party, within twenty (20) Business Days following the date of the event which makes such determination necessary, shall, by notice to the other, appoint an appraiser (each of whom must be a member of the AIREA and adhere to the USPAP standards in the preparation of the appraisal and have at least ten years’ experience appraising properties comparable to the Facilities). The appraisers thus appointed shall appoint a third appraiser (such third appraiser must also be a member of the AIREA and adhere to the USPAP standards in the preparation of the appraisal and have at least ten years’ experience appraising properties comparable to the Facilities) and such third appraiser shall appraise the portion of the Leased Property relating to such Facility to determine the Fair Market Value; provided, however, that if a party fails to appoint an appraiser within such required period, the sole appraiser appointed shall conduct the appraisal and the parties shall use commercially reasonable efforts to cause such appraisal to be completed within forty-five (45) days following the event which makes such determination necessary. This provision for determination by appraisal shall be specifically enforceable to the extent such remedy is available under applicable law, and any determination

hereunder shall be final and binding upon the parties except as otherwise provided by applicable law. Lessor and Lessee shall each pay one-half (½) of all costs and expenses incurred in connection with such appraisal. Any appraisal shall assess the Fair Market Value of the portion of the Leased Property relating to such Facility as of the date of the event which makes such assessment necessary.

ARTICLE XXXIII

PURCHASE RIGHTS

33.1 Lessee’s Option to Purchase.

(a) So long as (i) no Event of Default has occurred and is continuing, and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, and (ii) no Event of Default has occurred and is continuing at the time of the closing of the purchase after Lessee notifies Lessor of its intent to exercise of such option, at the expiration of the Term of this Lease (as the same may be extended pursuant to Article II), Lessee shall have the option, to be exercised by written notice to the Lessor at least three hundred sixty-five (365) days prior to the expiration of the Term to purchase the entire Leased Property then subject to this Lease, and not less than the entire Leased Property then subject to this Lease, at a purchase price equal to the Option Price for the entire Leased Property then subject to this Lease. In the event that Lessee exercises the foregoing purchase option, upon delivery of the exercise notice, all of Lessee’s rights to extend the Term under Article II (if any remaining at the time of exercise of the purchase option) shall be forever forfeited and of no further force or effect.

(b) Unless expressly otherwise provided in this Section 33.1, if Lessee exercises the option to purchase the Leased Property as provided in this Section 33.1, (i) the terms set forth in Article XVIII shall apply, (ii) Lessee shall continue paying Rent as required under this Lease until the purchase is closed, and (iii) the sale/purchase must be closed upon the expiration of the Term.

33.2 Lessor’s Option to Purchase Lessee’s Personal Property. With respect to any Facility, upon prior written notice to Lessee, Lessor shall have the option to purchase all (but not less than all) of the Facility Lessee’s Personal Property relating to such Facility, if any, at the expiration or earlier termination of this Lease with respect to such Facility, for an amount equal to its then fair market value as mutually agreed upon by the parties. If Lessor and Lessee are unable to agree upon the value of such Personal Property, the fair market value shall be determined by an appraisal in the manner and method set forth in Article XXXII. Notwithstanding anything contained in this Section 33.2 to the contrary, the options to purchase granted under this Section 33.2 do not pertain to any of the Licenses, it being understood and agreed that all matters relating to the transfer of the Licenses are addressed in Article XXXVII.

ARTICLE XXXIV

SUBSTITUTION RIGHTS

34.1 Lessee’s Property Substitution Right. Subject to its satisfaction of the conditions precedent to such right set forth in Section 34.2 and to all other terms and conditions hereof, Lessee is hereby granted the right, at any time during the Term, so long as no Event of Default then exists, and no event then exists which with the giving of notice or the passage of time or both would constitute an Event of Default, (a) to cause this Lease to be amended to release the portion of the Leased Property relating to any Facility from this Lease and to convey the same to Lessee or its Affiliate, concurrently with (b) the conveyance of a Substitute Property to Lessor and the execution of an amendment adding such Substitute Property to the Leased Property under this Lease (a “Property Substitution”).

34.2 Conditions Precedent to Lessee’s Property Substitution Right. The right of Lessee to effect a Property Substitution is subject to satisfaction by Lessee, or waiver by Lessor in its sole and absolute discretion, of each of the following:

(a) Lessee shall have given Lessor notice of such proposed Property Substitution not less than sixty (60) days prior to the proposed Property Substitution Date. Any notice from Lessee to Lessor concerning a proposed Property Substitution shall include the following:

(i) notice of the Property Substitution Date proposed by Lessee and Lessee’s Affiliate proposed to be the operator of the Substitute Property;

(ii) a title insurance commitment from a title insurance company of recognized standing undertaking to issue to Lessor or its designee, at Lessee’s expense, an ALTA Owner’s extended coverage policy of title insurance with respect to the proposed fee real property interests included in the Substitute Property and in the amount of the Fair Market Value thereof, confirming that upon conveyance thereof to Lessor or its designee, such transferee will hold good and marketable title to the proposed Substitute Property, free and clear of title defects, liens, encumbrances and burdens which are not acceptable to such transferee in its sole discretion;

(iii) a written Phase I Environmental Assessment (and if necessary, a Phase II Assessment) of the proposed Substitute Property, prepared not more than one hundred twenty (120) days prior to the proposed Property Substitution Date by a qualified geotechnical firm acceptable to Lessor concerning the absence of Hazardous Materials on or in the proposed Substitute Property and the absence of other liabilities or potential liabilities of the owner thereof under any Hazardous Materials Laws or under any similar federal or state laws or regulations hereinafter enacted;

(iv) a current as-built survey of the real property included in the proposed Substitute Property;

(v) an engineering and architectural inspection of the buildings and other improvements included in the proposed Substitute Property prepared by an engineering firm reasonably acceptable to Lessor not more than one hundred twenty (120) days prior

to the proposed Property Substitution Date, confirming that the proposed Substitute Property is in a good and safe condition and does not require modifications or repairs costing more than Two Percent (2%) of the Fair Market Value thereof during the first (1st) twelve (12) months after the effective date of such Property Substitution;

(vi) a list of all material leases and contracts pertaining to the proposed Substitute Property, together with copies of any such agreements which have a term of more than one (1) year or which involve payment of consideration in excess of Five Hundred Thousand Dollars ($500,000) in any twelve (12) month period;

(vii) a list of all material accreditations, permits, authorizations and approvals of accreditation agencies and federal, state and local agencies pertaining to the proposed Substitute Property and to the freestanding emergency medical facility location and related facilities located and operated thereon, together with copies of all such accreditation, permits, authorizations and approvals;

(viii) a copy of the most recent Joint Commission survey of the freestanding emergency medical facility location, if any, operated on the proposed Substitute Property; and

(ix) financial information concerning the Substitute Property sufficient to demonstrate the financial performance of the Substitute Property either (A) in form and level of detail acceptable to Lessor in its sole and absolute discretion, or (B) if Lessee’s Affiliate shall have operated the Substitute Property for at least the preceding two (2) fiscal years, presented in a form and level of detail reasonably acceptable to Lessor; and

(b) the proposed Substitute Property shall have a Fair Market Value of no less than the Fair Market Value of the applicable portion of the Leased Property, as determined in the good faith, reasonable discretion of Lessor.

34.3 Procedures for Property Substitution. On the Property Substitution Date, Lessee and Lessor and/or their respective Affiliates shall take the following actions:

(a) Lessee and Lessor will execute instruments in mutually agreeable form terminating the Lease with respect to the portion of the Leased Property relating to the applicable Facility, except for such obligations which expressly survive any such termination, and adding such Substitute Property to the Leased Property under this Lease;

(b) Lessor shall convey or cause to be conveyed the Leased Property relating to the applicable Facility to Lessee or its designee on an “as is” and “where is” basis in the manner and on the terms set forth in Article XVIII;

(c) Lessee or its Affiliate will convey the Substitute Property to Lessor or its Affiliate by special warranty deed, which conveyance will be accompanied by pro forma ALTA Owner’s title insurance policy as contemplated by Section 34.2(a)(ii) above; and

(d) To the extent that any of the existing Credit Enhancements shall no longer be effective, Lessee and the Guarantor shall deliver to Lessor the Credit Enhancements as shall be necessary to provide Lessor with the security and credit enhancements comparable, in Lessor’s reasonable discretion, to those provided for herein or in the Other Agreements which pertain to the Substitute Lease.

34.4 Lessor Costs. As soon as practicable after the Property Substitution Date, Lessee shall reimburse Lessor and its Affiliates for all documented, out-of-pocket expenses incurred by Lessor and its Affiliates thereof in connection with such Property Substitution.

ARTICLE XXXV

FINANCING OF THE LEASED PROPERTY

Lessor agrees that if it grants or creates any mortgage, lien, encumbrance or other title retention agreement (“Encumbrances”) upon any portion of the Leased Property relating to any particular Facility, concurrently with the granting of such Encumbrance, the holder of each such Encumbrance shall enter into an agreement (a “Facility Lender SNDA”) reasonably acceptable to the holder of such Encumbrance and Lessee whereby (i) such holder agrees (a) to give the Facility Lessee which operates the Facility on such portion of the Leased Property the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure of such Encumbrance, (b) to permit such Facility Lessee, after twenty (20) days’ prior written notice, to cure any such default on Lessor’s behalf within any applicable cure period, (c) to permit such Facility Lessee to appear with its representatives and to bid at any foreclosure sale with respect to any such Encumbrance, and (d) notwithstanding the existence of any such Encumbrance, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting such Encumbrance, such Facility Lessee shall not be disturbed in peaceful enjoyment of such portion of the Leased Property nor shall this Lease be terminated or canceled at any time, except upon the occurrence of an Event of Default under this Lease; and (ii) Lessee agrees to subordinate this Lease and all of its rights and estate hereunder to such Encumbrances that encumbers the portion of the Leased Property utilized by such Facility Lessee or any part thereof, and agrees with each such holder that such Facility Lessee will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease.

ARTICLE XXXVI

RESERVED

ARTICLE XXXVII

LICENSES AND COMPLIANCE WITH HEALTHCARE LAWS

37.1 Maintenance of Licenses. With respect to each Facility, after the applicable Completion Date but subject to the provisions of Section 7.2(b), each Facility Lessee (a) shall

maintain at all times during the Term and any holdover period, the Operating Agreements, Participation Agreements (if applicable) and all applicable federal, state and local governmental licenses, approvals, qualifications, variances, certificates of need, franchises, accreditations, certificates, certifications, consents, permits and other authorizations and contracts, including provider numbers and provider agreements with any third parties which may be necessary for the operation of such Facility for the Primary Intended Use, or required for certification and participation under any applicable governmental provider programs applicable to the Facility (collectively, the “Licenses”); and (b) shall remain in compliance with all state and federal laws, rules, regulations and procedures with regard to the operation of such Facility, including, without limitation, HIPAA and the regulations promulgated by Governmental Bodies, as they may from time to time exist. The provisions of this Article XXXVII are in addition to the other provisions of this Lease.

37.2 No Transfers or Alterations of Licenses. Lessee covenants and agrees that it shall not, without the prior written consent of Lessor, which may be granted or withheld in Lessor’s sole discretion, whether before, during or after the Term, (a) sell, move, modify (including, without limitation, the establishment of a “provider based” network or similar arrangement), cancel, surrender, transfer, assign, relocate, pledge, secure, convey or in any manner encumber any License, except to the assignee of the applicable Facility Lessee in connection with a Permitted Sale Transaction, or (b) effect or attempt to effect any change in the license category or status of any Facility or any part thereof.

37.3 Termination of Lease or Possession. UPON THE TERMINATION OF THIS LEASE OR THE TERMINATION OF LESSEE’S POSSESSION WITH RESPECT TO THE PORTION OF THE LEASED PROPERTY RELATING TO ANY ONE OR MORE OF THE FACILITIES FOLLOWING AN EVENT OF DEFAULT PURSUANT TO SECTION 16.1 OR IN CONNECTION WITH A CASUALTY EVENT PURSUANT TO ARTICLE XIV (AND ASSUMING LESSEE DOES NOT PURCHASE SUCH LEASED PROPERTY AS PROVIDED HEREIN), WITHOUT ANY ADDITIONAL CONSIDERATION TO LESSEE, LESSEE SHALL, FOR REASONABLE PERIODS OF TIME IMMEDIATELY BEFORE AND AFTER SUCH TERMINATION, USE ITS BEST EFFORTS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO FACILITATE THE ISSUANCE OR OBTAINING OF NEW PARTICIPATION AGREEMENTS (IF APPLICABLE) NECESSARY FOR THE OPERATION AND OCCUPANCY OF SUCH PORTION OF THE LEASED PROPERTY TO LESSOR OR ITS DESIGNEE, AND SUCH COOPERATION SHALL INCLUDE, WITHOUT LIMITATION, (A) THE APPLICABLE FACILITY LESSEE’S EXECUTION AND SUBMISSION TO THE APPROPRIATE AUTHORITY OF ANY AND ALL DOCUMENTS REQUIRED TO EFFECT THE ISSUANCE TO LESSOR OR ITS DESIGNEE OF ANY AND ALL NEW LICENSES, INCLUDING NEW MEDICARE AND MEDICAID PROVIDER NUMBERS AND PROVIDER AGREEMENTS, TO THE EXTENT APPLICABLE; (B) SUCH FACILITY LESSEE’S MAINTENANCE OF THE EFFECTIVENESS OF ANY AND ALL SUCH LICENSES UNTIL SUCH TIME AS ANY NEW LICENSES NECESSARY FOR ANY NEW LESSEE OR OPERATOR TO OPERATE THE APPLICABLE FACILITY HAVE BEEN ISSUED; AND (C) THE TAKING OF SUCH OTHER ACTIONS AS REASONABLY REQUESTED BY LESSOR OR REQUIRED BY APPLICABLE LAW.

37.4 Material Condition of Lease. IT IS AN INTEGRAL CONDITION OF THIS LEASE, AND A MATERIAL INDUCEMENT TO LESSOR’S AGREEMENT TO ENTER INTO THIS LEASE, THAT (I) LESSEE ACKNOWLEDGES AND AGREES TO COOPERATE WITH AND ASSIST LESSOR AND/OR ITS DESIGNEE IN CONNECTION WITH ANY TRANSFER OF THE LICENSES OR THE OPERATIONS OF ANY FACILITY IN ACCORDANCE WITH THIS ARTICLE XXXVII, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH A TERMINATION OF THIS LEASE OR REMOVAL OF LESSEE FROM POSSESSION WITH RESPECT TO THE PORTION OF THE LEASED PROPERTY RELATING TO ANY ONE OR MORE OF THE FACILITIES IN THE MANNER SET FORTH IN SECTION 37.3 ABOVE, WHICH COOPERATION AND ASSISTANCE SHALL BE WITHOUT ANY ADDITIONAL CONSIDERATION TO LESSEE, PROVIDED THAT LESSEE’S OBLIGATIONS SHALL BE SUBJECT TO APPLICABLE LAW.

ARTICLE XXXVIII

MISCELLANEOUS

38.1 General. If any term or provision of this Lease or any application thereof shall be invalid or unenforceable, the remainder of this Lease and any other application of such term or provision shall not be affected thereby. If any late charges provided for in any provision of this Lease are based upon a rate in excess of the maximum rate permitted by applicable law, the parties agree that such charges shall be fixed at the maximum permissible rate. All the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties and their respective successors and assigns (subject to Article XXII); provided, however, that (a) this Lease shall not inure to the benefit of any assignee pursuant to an assignment which violates or is inconsistent with the terms of this Lease and (b) neither this Lease nor any other agreement contemplated in this Lease shall be deemed to confer upon any Person not a party to this Lease any rights or remedies contained in this Lease. The headings in this Lease are for convenience of reference only and shall not limit or otherwise affect its meaning.

38.2 Bankruptcy Covenants and Waivers.

(a) Unitary and Non-Severable Lease. The parties agree that for the purposes of any assumption, rejection or assignment of this Lease under 11 U.S.C. Section 365 or any amendment or successor section thereof, this is one indivisible and non-severable lease dealing with and covering one legal and economic unit which must be assumed, rejected or assigned as a whole with respect to all (and only all) the Leased Property covered hereby.

(b) Relief from Stay. Lessee acknowledges and agrees that in the event any Lessee or any Leased Property relating to any Facility shall become the subject of any bankruptcy or insolvency estate, then (i) Lessee shall not oppose any request by Lessor to obtain an order from the court granting relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit the exercise of all rights and remedies pursuant to this Lease, and (ii) the occurrence or existence of any Event of Default under this Lease shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the

Bankruptcy Code, based, among other reasons, on the fact that the non-existence of a bankruptcy proceeding was a material inducement for the entry by Lessor into this Lease.

(c) Automatic Stay. Lessee hereby waives the stay imposed by 11 U.S.C. Section 362(a) as to actions by the Lessor against each Facility and Lessee. Lessee acknowledges and agrees that in the event of the filing of any voluntary or involuntary petition in bankruptcy by or against Lessee, it shall not assert or request that any other party assert that the automatic stay provided by Section 362 of the Bankruptcy Code shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lessor to enforce any rights or remedies held by virtue of the Lease or applicable law.

38.3 Lessor’s Expenses. In addition to the other provisions of this Lease, including, without limitation, Section 16.2, Lessee agrees and shall pay and/or reimburse Lessor’s and its Affiliates’ reasonable costs and expenses, including, without limitation, the costs and expenses of reports and investigations and legal fees and expenses, incurred or resulting from or relating to (a) requests by Lessee for approval or consent under this Lease (including any consents relating to management, the placing of liens on Lessee’s Personal Property and any intercreditor issues which arise in connection with any Material Obligation), (b) requests by Lessee for approval or consent under this Lease and all other documents executed between Lessor (and its Affiliates) and Lessee in connection herewith, (c) any circumstances or developments which give rise to Lessor or its Affiliates’ right of consent or approval under this Lease or any Other Agreement, (d) circumstances resulting from any action or inaction by Lessee contrary to the lease provisions, (e) any Property Substitution, (f) a request for changes, including, but not limited to, (i) the permitted use of the Leased Property, (ii) alterations, improvements and Capital Additions to the Leased Improvements and monitoring any such alterations, improvements and Capital Additions, (iii) subletting or assignment, and (iv) any other changes in the terms, conditions or provisions of this Lease or any Other Agreement, and (g) enforcement by Lessor or its Affiliates of any of the provisions of this Lease or the Other Agreements. Such expenses and fees shall be paid by Lessee within thirty (30) days of the submission of a statement for the same or such amount(s) shall become Additional Charges and subject to the Overdue Rate and a late payment penalty computed at the Late Payment Penalty Rate after that thirty (30)-day period.

38.4 Entire Agreement; Modifications. This Lease, together with all exhibits, schedules and the other documents referred to herein, embody and constitute the entire understanding between the parties with respect to the transactions contemplated herein, and all prior to contemporaneous agreements, understandings, representations and statements (oral or written) are merged into this Lease. Neither this Lease, any exhibit or schedule attached hereto, nor any provision hereof or thereof may be modified or amended except by an instrument in writing signed by Lessor and Lessee.

38.5 Lessor Securities Offering and Filings. Notwithstanding anything contained herein to the contrary, Lessee shall cooperate with Lessor in connection with any securities offerings and filings, or Lessor’s efforts to procure or maintain financing for, or related to, the Leased Property or any portion thereof and, in connection therewith, Lessee shall furnish Lessor, in a timely fashion, with such financial and other information (including audited financial statements and consents of auditors) as Lessor shall request. Lessor may disclose that Lessor has entered into this Lease with Lessee and may provide and disclose information regarding this

Lease, Lessee, the Guarantor, the Leased Property and each Facility, and such additional information which Lessor may reasonably deem necessary, to its proposed investors in such public offering or private offering of securities, or any current or prospective lenders with respect to such financing, and to investors, analysts and other parties in connection with earnings calls and other normal communications with investors, analysts, and other parties; provided, however, that any disclosure of Guarantor’s Financial Statements or other financial information relating thereto shall only be made to the extent required to comply with applicable laws or if the recipient agrees to keep such Financial Statements and other financial information confidential. The additional costs of Lessee in complying with this Section 38.5 shall be reimbursed to Lessee by Lessor.

38.6 Non-Recourse as to Lessor. Anything contained herein to the contrary notwithstanding, any claim based on, or in respect of, any liability of Lessor under this Lease shall be enforced only against the Leased Property and not against any other assets, properties or funds of (i) Lessor, (ii) any director, officer, general partner, member, shareholder, limited partner, beneficiary, employee, representative, contractor or agent of Lessor or any of its Affiliates (collectively, the “Lessor Parties”) (or any legal representative, heir, estate, successor or assign of Lessor or any of the Lessor Parties), (iii) any predecessor or successor partnership or corporation (or other entity) of Lessor or any of the Lessor Parties, either directly or through Lessor or the Lessor Parties, or (iv) any person or entity affiliated with any of the foregoing. In no event shall Lessor or any of the Lessor Parties be liable for indirect, incidental, consequential, special, punitive or exemplary damages, regardless of the form of action, whether in contract, tort or otherwise, and even if such party has been advised of the possibility of such damages.

38.7 Covenants, Restrictions and Reciprocal Easements. Notwithstanding anything herein to the contrary, Lessor shall have the right, but not the obligation, to place of record all covenants, restrictions and reciprocal easements on all or any portion of the Land (collectively, the “Declarations”) which Lessor deems reasonably necessary for the ownership and operation of any Facility or portion of the Leased Property, with such Declarations to be in form and content acceptable to Lessor in its reasonable discretion.

38.8 Force Majeure. Except for Rent and other monetary obligations payable pursuant to the terms of this Lease (which shall not be extended or excused), in the event that Lessor or Lessee shall be delayed, hindered in or prevented from the performance of any act required under this Lease by reason of strikes, lockouts, labor troubles, or other industrial disturbances, inability to procure materials, failure of power, unavailability of any utility service, restrictive governmental laws or regulations, acts of public enemies, war, blockades, riots, insurrections, earthquakes, fires, storms, floods, civil disturbances, weather-related acts of God, failure to act, or default of another party, or other reason beyond Lessor’s or Lessee’s control (individually “Force Majeure”), then performance of such act shall be excused for the period of the delay, and the period of the performance of any such act shall be extended for a period equivalent to the period of such delay. Within ten (10) Business Days following the occurrence of Force Majeure, the party claiming a delay due to such event shall give written notice to the other setting forth a reasonable estimate of such delay.

38.9 Management Agreements. Lessee shall not engage or remove any Management Company or enter into any Management Agreements without Lessor’s prior written consent,

which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Lessor’s rights relating to any Management Company after Lessor’s exercise of its remedies as set forth in Section 16.1 shall be at Lessor’s sole and absolute discretion. Lessee shall, if required by Lessor, assign all of Lessee’s rights under the Management Agreements to Lessor, and Lessor shall be entitled to assign same to a Facility Lender or Facility Lenders. At the request of Lessor, from time to time Lessee shall execute and deliver (and require the Management Company to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in a form and content reasonably acceptable to Lessor and/or any lender providing financing to Lessor, and shall be delivered to Lessor within ten (10) days after Lessor’s request. Lessee hereby agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to the payment of the obligations under this Lease and all other documents executed in connection with this Lease and any loan made by Lessor or Lessor’s Affiliates to Lessee or to Lessee’s Affiliates. Lessee agrees that all Management Agreements entered into in connection with the Leased Property relating to any particular Facility shall expressly contain provisions acceptable to Lessor which (a) require an assignment of the Management Agreements to Lessor upon request by Lessor, (b) confirm and warrant that all sums due and payable under the Management Agreements are subordinate to this Lease, (c) grant Lessor the right to terminate the Management Agreement upon the occurrence of an Event of Default under this Lease, (d) require the Management Company to execute and deliver to Lessor within ten (10) days from Lessor’s request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor’s lender providing financing to Lessor, in a form and content acceptable to Lessor and/or its lender, and (e) all fees due and payable under any Management Agreements shall be subordinate to all obligations under this Lease. At the request of Lessor, from time to time Lessee shall execute and obtain from all parties subject to such Management Agreements executed written confirmation of such assignment or subordination, which shall be delivered to Lessor within ten (10) days from Lessor’s request.

38.10 Non-Competition. Each Facility Lessee hereby acknowledges the Non-Competition Agreement and, as an inducement to Lessor to enter into this Lease and as a condition precedent to this Lease, each Facility Lessee agrees that the terms, provisions and conditions of the Non-Competition Agreement are binding on it and incorporated herein by reference.

38.11 Governing Law. EXCEPT AS PROVIDED IN THIS SECTION 38.11, THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES. NOTWITHSTANDING THE FOREGOING, THE PARTIES HERETO AGREE THAT ALL PROVISIONS OF THIS LEASE RELATING TO THE CREATION OF THE LEASEHOLD ESTATE AND ALL REMEDIES SET FORTH IN ARTICLE XVI RELATING TO THE RECOVERY OF POSSESSION OF ALL OR ANY PORTION OF THE LEASED PROPERTY (SUCH AS AN ACTION FOR UNLAWFUL DETAINER OR OTHER SIMILAR ACTION) SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE

STATE WHERE THE APPLICABLE PORTION OF THE LEASED PROPERTY IS LOCATED.

38.12 Jurisdiction and Venue. LESSOR AND LESSEE CONSENT TO PERSONAL JURISDICTION IN THE STATE OF ALABAMA. EXCEPT AS PROVIDED IN THIS SECTION 38.12, THE PARTIES AGREE THAT ANY ACTION OR PROCEEDING ARISING FROM OR RELATED TO THIS LEASE SHALL BE BROUGHT AND TRIED EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN THE STATE OF ALABAMA. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. FURTHER, LESSOR AND LESSEE IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY CLAIM THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY CERTIFIED MAIL ADDRESSED TO A PARTY AT THE ADDRESS DESIGNATED PURSUANT TO ARTICLE XXXI SHALL BE EFFECTIVE SERVICE OF PROCESS AGAINST SUCH PARTY FOR ANY ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT MAY BE ENFORCED IN ANY OTHER COURT TO WHOSE JURISDICTION ANY OF THE PARTIES IS OR MAY BE SUBJECT. NOTWITHSTANDING THE FOREGOING, THE PARTIES FURTHER AGREE THAT ALL ACTIONS AND PROCEEDINGS RELATING TO THE CREATION OF THE LEASEHOLD ESTATE AND ALL REMEDIES RELATING TO THE RECOVERY OF POSSESSION OF ALL OR ANY PORTION OF THE LEASED PROPERTY (SUCH AS AN ACTION FOR UNLAWFUL DETAINER OR OTHER SIMILAR ACTION) MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF THE STATE WHERE THE APPLICABLE PORTION OF THE LEASED PROPERTY IS LOCATED.

38.13 Future Intercreditor Agreements and Subordination Agreements. Lessor agrees that in connection with any future financing that may be obtained from time to time by FirstChoice or its Affiliates relating to the Leased Property, any permitted assignees of Lessee’s interest in the Lease or any Affiliates or parent of any such assignees, upon request by the then Lessee, so long as no Event of Default then exists, Lessor shall enter into an intercreditor agreement and a subordination agreement with the lender under any such financing in forms substantially similar to the Intercreditor Agreement and the Subordination Agreement.

38.14 Letter of Credit. Until completion of all the Facilities to be constructed in accordance with the Master Funding and Development Agreement, all letter of credit requirements shall be addressed in the applicable Project Development Agreements. Upon completion of the last Facility to be constructed in accordance with the Master Funding and Development Agreement and as security for the Letter of Credit Obligations, Guarantor or, at Guarantor’s option, Lessee shall obtain and deliver to Lessor an irrevocable letter of credit at a financial institution reasonably acceptable to Lessor naming Lessor as beneficiary thereunder (the “Letter of Credit”), which Letter of Credit shall be upon such other terms, conditions and provisions acceptable to Lessor (including, without limitation, an “evergreen” provision requiring no less than sixty (60) days’ prior written notice to Lessor of any failure or refusal to

renew such Letter of Credit). Subject to the proviso below, the Letter of Credit shall be in the amount of Fifty Percent (50%) of one (1) year’s Base Rent relating to all completed Facilities. The Letter of Credit or any replacement letter of credit shall provide that Lessor shall be entitled to draw upon such Letter of Credit upon the occurrence of an Event of Default. In the event Lessor receives a notice of termination or nonrenewal of the Letter of Credit or any replacement letter of credit, Guarantor or, at Guarantor’s option, Lessee shall provide a replacement letter of credit no later than thirty (30) days prior to the expiration or termination of such Letter of Credit or replacement letter of credit, which replacement letter of credit (a) shall confirm that it shall take effect immediately upon the expiration of the expiring Letter of Credit (or such other than current replacement letter of credit), and (b) shall be in form and substance satisfactory to Lessor in its reasonable discretion. Lessee shall maintain throughout the Term a letter of credit conforming to the requirements of this Section 38.14.

38.15 True Lease. Lessor and Lessee agree that this Lease is intended as, and shall for all purposes constitute, a lease under the laws of each State where any portion of the Leased Property is located, and nothing herein shall be construed as conveying to the Lessee any right, title or interest in or to the Leased Property or to any remainder or reversionary estates in the Leased Property held by any Person, except, in each instance, as a lessee. Under no circumstances shall this Lease be regarded as an assignment of all of Lessor’s interest in and to the Leased Property; instead, Lessor and Lessee shall have the relationship between them of Lessor and Lessee, pursuant to the terms and provisions of this Lease. In no event shall Lessee or any Affiliate of Lessee claim depreciation, amortization or interest deductions as owner of any Leased Property for United States federal, state or local income tax purposes (except as to alterations not financed by Lessor).

38.16 Representations and Covenants relating to Certain Facilities. Further representations, agreements and covenants regarding certain of the Facilities are set forth on Schedule 38.16 attached hereto and are hereby incorporated herein by reference.

38.17 Compliance with Anti-Terrorism Laws. Lessee will not, directly or indirectly, knowingly enter into any lease for the operation of any part of a Facility or any other lease or any material contracts with any person listed on the OFAC Lists. Lessee shall immediately notify Lessor if Lessee has knowledge that Lessee or any of its principals or Affiliates or any Guarantor is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Lessee will not, directly or indirectly (i) knowingly conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224, or other Anti-Terrorism Law.

38.18 Electronically Transmitted Signatures. In order to expedite the execution of this Lease, telecopied signatures or signatures sent by electronic mail may be used in the place of

original signatures on this Lease. The parties intend to be bound by the signatures of the telecopied or electronically mailed signatures, and hereby waive any defenses to the enforcement of the terms of this Lease based on the form of the signature. Following any facsimile or electronic mail transmittal, the party shall promptly deliver the original instrument by reputable overnight courier in accordance with the notice provisions of this Lease.

38.19 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY OR ANY EXERCISE OF ANY PARTY OF THEIR RESPECTIVE RIGHTS HEREUNDER OR IN ANY WAY RELATING TO THIS LEASE OR THE LEASED PROPERTY (INCLUDING ANY CLAIM OR DEFENSE ASSERTING THAT THIS LEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR LESSOR TO ENTER INTO THIS LEASE.

38.20 Joint and Several Obligations. Each Facility Lessee shall be jointly and severally liable for all of the liabilities and obligations of Lessee under this Lease. Additionally, each Facility Lessee acknowledges and agrees that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in this Lease shall be applicable to and shall be binding upon and enforceable against any one or more Facility Lessees.

38.21 Counterparts. This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

38.22 Specific Performance. In addition to any rights and remedies available to the parties hereunder or at law, each party shall be entitled to bring an action for specific performance and to seek other equitable relief in connection with any breach or violation, or any attempted breach or violation, of the provisions of this Lease.

38.23 Continuation of Defaults. Notwithstanding any provision hereof to the contrary, whenever in this Lease the phrases “continuing,” “continuation of” or similar words or phrases are used in connection with Events of Default, defaults, or events which with notice or passage of time would constitute Events of Default, such phrases or words shall not be construed to create any right in the Lessee to have additional periods of time to cure such defaults or Events of Default other than those specific cure periods provided in this Lease.

38.24 Survival. Notwithstanding any provision of this Lease to the contrary, the parties acknowledge and agree that all claims against and liabilities of Lessee or Lessor arising prior to the date of expiration or termination of this Lease, or prior to the termination of Lessee’s right to possession of the Leased Property hereunder, and the covenants and obligations under this Lease which relate to periods after the expiration or earlier termination of this Lease, or after the

termination of Lessee’s right to possession of the Leased Property hereunder, including, without limitation, those covenants and obligations described in Sections 4.2, 8.1, 8.2, 8.3, 16.2, and 38.3, and Articles XVIII, XIX, XXI and XXXVII, shall survive such expiration or earlier termination.

38.25 Joint Drafting. The parties hereto and their respective counsel have participated in the drafting and redrafting of this Lease and the general rules of construction which would construe any provisions of this Lease in favor of or to the advantage of one party as opposed to the other as a result of one party drafting this Lease as opposed to the other or in resolving any conflict or ambiguity in favor of one party as opposed to the other on the basis of which party drafted this Lease are hereby expressly waived by all parties to this Lease.

ARTICLE XXXIX

MEMORANDUM OF LEASE

Lessor and Lessee shall, promptly upon the request of either, enter into a short form memorandum of this Lease, in form suitable for recording under the laws of the state in which the Leased Property is located, in which reference to this Lease, the Term and all options contained herein, shall be made. Further, upon the execution of any Addendum an amended memorandum of this Lease shall be prepared and recorded in applicable jurisdiction. Lessee shall pay any recording taxes and other costs in connection therewith.

[Signatures appear on following pages.]

IN WITNESS WHEREOF, the parties have caused this Master Lease Agreement to be executed by their respective officers thereunto duly authorized.

	LESSOR:

	MPT OF , LLC

	MPT OF , LLC

	By:		MPT Operating Partnership, L.P.
	Its:		Sole Member of each above-referenced
			limited liability company


	By:
	Name:
	Its:

	LESSEE:




	By:
		Name:
		Its:




	By:
		Name:
		Its:

EXHIBIT A-1

LAND

A-1

EXHIBIT B-1

PERMITTED EXCEPTIONS

B-1

SCHEDULE 1(A)

LESSOR

1(A)-1

SCHEDULE 1(B)

LESSEE

1(B)-1

SCHEDULE 1(C)

FACILITIES

1(C)-1

SCHEDULE 7.2(A)

OPERATIONAL DATES

7.2(A)-1

SCHEDULE 38.16

REPRESENTATIONS AND COVENANTS RELATING TO CERTAIN FACILITIES

As to each of the Facilities located in the State of Texas:

1. Texas Deceptive Trade Practices-Consumer Protection Act. Lessor and Lessee each acknowledge, on its own behalf and on behalf of its successors and assigns, that the Texas Deceptive Trade Practices-Consumer Protection Act, Subchapter E of Chapter 17 of the Texas Business and Commerce Code (“DTPA”), is not applicable to this Lease. Accordingly, the rights and remedies of Lessor and Lessee with respect to all acts or practices of the other, past, present or future, in connection with this Lease shall be governed by legal principles other than the DTPA. Lessor and Lessee each hereby waives its rights under the DTPA, a law that gives consumers special rights and protections. After consultation with an attorney of its own selection, Lessor and Lessee, respectively, voluntarily consent to this waiver.

2. Waiver Under Texas Property Code Section 93.012. LESSOR AND LESSEE ARE KNOWLEDGEABLE AND EXPERIENCED IN COMMERCIAL LEASING TRANSACTIONS AND AGREE THAT THE PROVISIONS OF THIS LEASE FOR DETERMINING ALL CHARGES, AMOUNTS AND ADDITIONAL RENT PAYABLE BY LESSEE ARE COMMERCIALLY REASONABLE AND VALID EVEN THOUGH SUCH METHODS MAY NOT STATE A PRECISE MATHEMATICAL FORMULA FOR DETERMINING SUCH CHARGES. ACCORDINGLY, LESSEE VOLUNTARILY AND KNOWINGLY WAIVES ALL RIGHTS AND BENEFITS OF A LESSEE UNDER SECTION 93.012 OF THE TEXAS PROPERTY CODE, AS SUCH SECTION NOW EXISTS.

3. Lien Waiver. Lessee hereby waives all lien rights under Section 91.004 of the Texas Property Code (as currently enacted or hereafter modified), as well as any successor statute granting Lessee a lien in Lessor’s property.

4. Compliance with Texas Health and Safety Code. Lessee shall comply in all respects with Chapter 254 of the Texas Health and Safety Code and Chapter 131 of the Texas Administrative Code, and any other Law governing the construction, licensure, or operation of freestanding emergency medical care facilities, and the Texas Family and Social Services Administration regulations.

EXHIBIT D

FORM MPT GUARANTY

D-1

GUARANTY

THIS GUARANTY (this “Guaranty”) is made and entered into as of this day of , 2013, by MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Guarantor”), for the benefit of FIRST CHOICE ER, LLC, a Texas limited liability company (“FCER”); and the FirstChoice Lessees (as herein defined) (FCER and the FirstChoice Lessees, together with their respective permitted successors and permitted assigns, the “FirstChoice Parties”). All capitalized terms used herein but not defined herein shall have the meanings set forth in the Master Funding and Development Agreement (as herein defined).

W I T N E S S E T H:

WHEREAS, Guarantor and FCER are parties to that certain Master Funding and Development Agreement, dated of even date herewith (as the same may be amended, modified and restated from time to time, the “Master Funding and Development Agreement”), pursuant to which Guarantor has agreed to cause certain of its Affiliates (whether now existing or hereafter formed, each, an “MPT Lessor”) to fund all hard and soft costs relating to the construction and development of the New Projects;

WHEREAS, as contemplated in the Master Funding and Development Agreement, the funding and development of each New Project shall be pursuant to the terms and conditions of certain Project Funding and Development Agreements to be entered into by and among the applicable MPT Lessor, FCER, the applicable Developer and the applicable First Choice Lessee that will lease the Leased Property (as defined in the Master Lease) relating to such New Project pursuant to the terms and conditions of the Master Lease; and

WHEREAS, Guarantor desires to guarantee unconditionally the Obligations (as herein defined) upon the terms and conditions hereinafter set forth.

1. Defined Terms. Capitalized terms used and not otherwise defined in this Guaranty shall have the meanings ascribed thereto in the Master Funding and Development Agreement.

2. Guaranty. Guarantor hereby absolutely, unconditionally and irrevocably guarantees to and for the benefit of the FirstChoice Parties, the full and prompt payment and performance of the Obligations. For purposes of this Agreement, the term “Obligations” shall mean the individual obligations of the MPT Lessors to provide funding for the New Projects up to the Maximum Funding Amount pursuant to the terms and conditions of the respective Project Development Agreements. Upon the occurrence of an Event of Default hereunder, Guarantor shall, within five (5) days after receipt of written notice from any FirstChoice Party perform or cause to be performed the Obligations, as if they constituted the direct and primary obligations of Guarantor. The obligations and liabilities of Guarantor under this Guaranty are continuing, absolute and unconditional, shall not be subject to any counterclaim, recoupment, set-off, reduction or defense based upon any claim that Guarantor may have against any of the FirstChoice Parties or their respective Affiliates, officers, directors, members, shareholders, employees, agents and

representatives, and shall remain in full force and effect until all of the Obligations guaranteed hereby have been paid and performed in full, without regard to, and without being released, discharged, impaired, modified or in any way affected by, the occurrence from time to time of the following events, circumstances or conditions, whether or not Guarantor shall have knowledge or notice thereof or shall have consented thereto:

(a) the failure or refusal to give notice to Guarantor;

(b) the compromise, settlement, release or termination with respect to any FirstChoice Party of any or all of the obligations, covenants or agreements of such FirstChoice Party under any of the Project Development Agreements, or the amendment, modification, restatement, or forgiveness of any of the Project Development Agreements;

(d) the assignment of any of the Project Development Agreements by any MPT Lessor or FirstChoice Party (to the extent permitted by the applicable Project Development Agreement) or the subletting of any portion of the Leased Property (to the extent permitted under the Master Lease);

(e) the voluntary or involuntary liquidation or dissolution of, sale or other disposition of all or substantially all of the assets of, or the marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the FirstChoice Parties, Guarantor, or any of their respective assets, or any action taken by any trustee or receiver or by any court in any such proceeding, or the disaffirmance, rejection or postponement in any such proceeding, of any of the FirstChoice Parties’ or Guarantor’s covenants, obligations, undertakings or agreements.

3. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” hereunder:

(a) Any MPT Lessor shall fail to provide the funding required under the Project Development Agreements in accordance with the terms of such Project Development Agreements.

(b) Guarantor shall fail to observe or perform any non-monetary term, covenant or condition of this Guaranty or any other documents or agreements entered into by Guarantor in connection herewith, and such failure is not cured by Guarantor within a period of thirty (30) days after receipt by Guarantor of written notice thereof from any FirstChoice Party, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Guarantor proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof within sixty (60) days after Guarantor’s receipt of the FirstChoice Party’s notice of default; provided however, in no event shall the FirstChoice Parties

be required to give more than one (1) notice and cure period for Guarantor’s failure to observe or perform the same (or repetitive) covenant or condition in any consecutive twelve (12) month period.

4. Remedies. Upon the occurrence of an Event of Default, the applicable FirstChoice Party shall have any and all rights and remedies available in law or equity to enforce any failure by Guarantor to fulfill its obligations hereunder. No remedy herein conferred upon or reserved to such FirstChoice Party hereunder is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every such remedy now or hereafter existing at law or in equity.

5. Waiver of Acceptance, Etc. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any FirstChoice Party with respect to the Obligations guaranteed hereunder. Without limiting the other provisions of this Section 5, this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of performance and payment without regard to the validity, regularity or enforceability of any obligations or any other collateral security thereof (if any) or other guarantee thereof (if any) or any other circumstance whatsoever (with or without notice to or knowledge of Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the obligations of Guarantor under this Guaranty, in bankruptcy or in any other instance, and the obligations and liabilities of Guarantor hereunder shall not be conditioned or contingent upon the pursuit by any FirstChoice Party or any other person at any time of any right or remedy against any FirstChoice Party or against any other person (if any) which may be or become liable in respect of all or any part of the obligations or against any collateral security therefor or guarantee thereof or right of offset with respect thereto (if any). This Guaranty is not merely a guarantee of collection and the Obligations of Guarantor hereunder are primary and this guarantee constitutes a guarantee of payment.

6. Representations and Warranties of Guarantor. Guarantor hereby represents and warrants to Beneficiary that (a) Guarantor has full legal right, power and authority to enter into this Guaranty, to incur the obligations provided for herein, and to execute and deliver the same to Beneficiary; (b) this Guaranty has been duly executed and delivered by Guarantor and constitutes Guarantor’s valid and legally binding obligation, enforceable against Guarantor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and similar laws affecting the enforcement of creditor’s rights or contractual obligations generally and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equity; (c) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation and performance by Guarantor of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Guarantor, any instrument, contract or other agreement to which Guarantor is a party or by or to which Guarantor or Guarantor’s assets or properties are bound or subject; or any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body; and (e) Guarantor is not a party to or, to the knowledge of Guarantor, threatened in writing with any litigation or judicial,

administrative or arbitration proceeding which, if decided adversely to Guarantor, would restrain, prohibit or materially delay the transactions contemplated hereby.

7. Severability. Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

8. No Waiver. No failure by any party to insist upon the strict performance of any term of this Guaranty or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial performance under the terms of this Guaranty during the continuance of any such breach, shall constitute a waiver of any such breach or any such term. To the extent permitted by law, no waiver of any breach shall affect or alter this Guaranty, which shall continue in full force and effect with respect to any other then existing or subsequent breach. The parties agree that no waiver shall be effective hereunder unless it is in writing.

9. Tolling of Statute of Limitations. Any act or circumstance that shall toll any statute of limitations applicable to the Obligation guaranteed hereby shall also toll the statute of limitations applicable to the liability of Guarantor for the Obligations guaranteed by this Guaranty.

10. Notices. All notices, demands, consents, approvals, requests and other communications under this Guaranty shall be in writing and shall be either (a) delivered in person, (b) sent by certified mail, return receipt requested, (c) delivered by a recognized delivery service, or (d) sent by facsimile transmission and addressed as follows:

IF TO GUARANTOR:	MPT Operating Partnership, L.P.
	1000 Urban Center Drive, Suite 501
	Birmingham, Alabama 35242
	Attention:	Legal Department
	Telephone:	(205) 969-3755
	Facsimile:	(205) 969-3756

WITH A COPY TO:	Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
	420 North 20th Street
	1400 Wells Fargo Tower
	Birmingham, Alabama 35203
	Attention:	Thomas O. Kolb, Esq.
	Telephone:	(205) 250-8321
	Facsimile:	(205) 322-8007

IF TO ANY
FIRSTCHOICE PARTY:	c/o First Choice ER, LLC
	2491 S. Lake Vista, Suite 200
	Lewisville, Texas 75067
	Attn:	Chief Development Officer
	Telephone:	(972) 899-6666
	Facsimile:	(972) 899-6664

WITH COPIES TO:	First Choice ER, LLC
	2491 S. Lake Vista, Suite 200
	Lewisville, Texas 75067
	Attn:	Legal Department
	Telephone:	(972) 899-6666
	Facsimile:	(972) 899-6664

	DLA Piper LLP (US)
	203 North LaSalle Street, Suite 1900
	Chicago, Illinois 60601-1293
	Attention:	Merle Teitelbaum Cowin, Esq.
	Telephone:	(312)368-4089
	Facsimile:	(312)630-7419

or to such other address as either party may hereafter designate in writing, and shall be effective upon receipt. A notice, demand, consent, approval, request and other communication shall be deemed to be duly received if delivered in person or by a recognized delivery service, when left at the address of the recipient and if sent by facsimile, upon receipt by the sender of an acknowledgment or transmission report generated by the machine from which the facsimile was sent indicating that the facsimile was sent in its entirety to the recipient’s facsimile number; provided that if a notice, demand, consent, approval, request or other communication is served by hand or is received by facsimile on a day which is not a Business Day (as defined in the Master Lease), or after 5:00 p.m. on any Business Day at the addressee’s location, such notice or communication shall be deemed to be duly received by the recipient at 9:00 a.m. (based upon Birmingham, Alabama time) on the first Business Day thereafter.

11. Governing Law. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES.

12. Jurisdiction and Venue. THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THE STATE OF ALABAMA. THE PARTIES AGREE THAT ANY ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT AND TRIED EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN THE STATE OF ALABAMA. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. FURTHER, THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY CLAIM THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY CERTIFIED MAIL ADDRESSED TO A PARTY AT THE ADDRESS DESIGNATED PURSUANT TO SECTION 10 SHALL BE EFFECTIVE SERVICE OF PROCESS AGAINST SUCH PARTY FOR ANY ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT MAY BE ENFORCED IN ANY OTHER COURT TO WHOSE JURISDICTION ANY OF THE PARTIES IS OR MAY BE SUBJECT.

13. Expenses. The FirstChoice Parties shall be entitled to recover all reasonable costs associated with enforcing the provisions of this Guaranty, including, without limitation, courts costs and reasonable attorneys’ fees.

14. Entire Agreement; Modification. This Guaranty and other written agreements executed and delivered by the parties in connection with this Guaranty, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Guaranty. This Guaranty supersedes any prior oral or written agreements between the parties with respect to the subject matter of this Guaranty. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants, and conditions set forth in this Guaranty, and that no modification of this Guaranty and no waiver of any of its terms and conditions shall be effective unless it is made in writing and duly executed by the parties.

15. Assignment. This Guaranty is not assignable by Guarantor or First Choice without the prior written consent of the other party, except that First Choice and the First Choice Lessees may assign this Guaranty in connection with an assignment of any one or more Project Development Agreements pursuant to the terms thereof.

16. Binding Effect; No Third Party Beneficiaries. This Guaranty shall bind and inure to the benefit of the parties and their successors and assigns, and the First Choice Parties’ permitted successors and permitted assigns shall be entitled to enforce performance and observance of this Guaranty to the same extent the First Choice Parties are entitled to do so; provided, however, that (a) this Guaranty shall not inure to the benefit of any assignee pursuant to an assignment which violates the terms of this Guaranty or the applicable Project Development Agreement; and (b) this Guaranty shall not be deemed to confer any rights or remedies contained in this Guaranty upon any Person not a party or made subject to this Guaranty (other than any Person which constitutes a First Choice Party or a permitted assignee thereof).

17. Counterparts. This Guaranty may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

18. Necessary Action. Each party shall perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Guaranty.

19. Joint Drafting. The parties hereto and their respective counsel have participated in the drafting and redrafting of this Guaranty and the general rules of construction which would construe any provisions of this Guaranty in favor of or to the advantage of one party as opposed to the other as a result of one party drafting this Guaranty as opposed to the other or in resolving any conflict or ambiguity in favor of one party as opposed to the other on the basis of which party drafted this Guaranty are hereby expressly waived by all parties to this Guaranty.

[Signature appears on following page.]

IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of the date first above written.


	GUARANTOR:


	MPT OPERATING PARTNERSHIP, L.P.


	By:
	Name:
	Its:

MPT Op Guaranty

EXHIBIT E

FORM PROJECT DEVELOPMENT AGREEMENT

E-1

PROJECT FUNDING AND DEVELOPMENT AGREEMENT

THIS PROJECT FUNDING AND DEVELOPMENT AGREEMENT (this “Agreement”) is dated this day of , 20 , by and among MPT OF , LLC, a Delaware limited liability company (“MPT”); [applicable Developer, a ] (“Developer”); and FIRST CHOICE ER, LLC, a Texas limited liability company (“First Choice”), and [APPLICABLE FIRST CHOICE LESSEE], a (“Lessee”) (First Choice and Lessee each individually an “First Choice Party” and collectively, the “First Choice Parties”).

W I T N E S S E T H

WHEREAS, First Choice and MPT Operating Partnership, L.P. are parties to that certain Master Funding and Development Agreement, dated as of May , 2013, relating to the acquisition, financing, development and construction of freestanding emergency medical facilities (as the same may be modified, amended, restated or supplemented from time to time, the “Master Funding and Development Agreement”);

WHEREAS, MPT and the Lessee have entered into or joined (as applicable) that certain Master Lease Agreement, dated as of , 2013 (as the same may be modified, amended, restated or supplemented from time to time, the “Master Lease”), pursuant to which MPT and certain of its Affiliates lease to the Lessee and certain of its Affiliates, among other things, that certain real property located in , , as more particularly described on Exhibit A attached hereto (the “Property”);

WHEREAS, pursuant to the Master Funding and Development Agreement, MPT has agreed to fund the costs of construction and development of improvements relating to an approximately [ ] square foot freestanding emergency medical facility (the “Facility”) on the Property (the “Project”);

WHEREAS, the Developer has substantial experience and expertise in supervising and coordinating the design, construction and development of improvements of a similar size and scope as the Facility contemplated hereunder;

WHEREAS, MPT desires to engage the Developer (i) to supervise and direct the design of the Project by the Architect (as hereinafter defined) with the cooperation and assistance of the First Choice Parties, (ii) to administer and supervise construction of the Project by the General Contractor and other Third Parties (each as hereinafter defined) with the cooperation and assistance of the First Choice Parties, and (iii) to provide other services to MPT as specified herein with the cooperation and assistance of the First Choice Parties, and the Developer desires to provide such services to MPT, upon the terms and conditions hereof; and

WHEREAS, given that the Improvements being constructed will be utilized by the Lessee and its Affiliates under the Master Lease, and in order to induce MPT to fund the costs of such development and construction, the First Choice Parties shall assist and coordinate with the Developer in the design, development and construction of the Project upon the terms and conditions hereof.

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE I

DEFINED TERMS

1.01 Certain Defined Terms. Certain capitalized terms used herein shall have the respective meanings:

Affiliate(s): With respect to any Person (i) any Person that, directly or indirectly, controls or is controlled by or is under common control with such Person, (ii) any other Person that owns, beneficially, directly or indirectly, 10% or more of the outstanding capital stock, shares or equity interests of such Person, or (iii) any officer, director, employee, partner, member, manager or trustee of such Person or any Person controlling, controlled by or under common control with such Person (excluding trustees and persons serving in similar capacities who are not otherwise an Affiliate of such Person). For the purposes of this definition, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities or otherwise.

Applicable Environmental Law: All applicable Hazardous Materials Laws, as defined in the Master Lease.

Applicable Healthcare Laws: All applicable Healthcare Laws, as defined in the Master Lease.

Architect: [ ], the architect for the Project, or any replacement architect therefor.

Architect Agreement: That certain AIA Document B101-2007 Standard Form of Agreement dated , 2013 between MPT and Architect, whether entered into directly by MPT or assigned to MPT by First Choice pursuant to the Assignment of Third Party Agreements, together with any Change Order with respect thereto which is approved in accordance with Section 3.08 or the approval thereof is not required pursuant to such Section 3.08, as the same may be modified, amended, restated, or supplemented from time to time.

Architect Certificate: A certificate from Architect certifying to MPT and the First Choice Parties, as of a particular date, to the best of Architect’s knowledge, information and belief, that (a) the Project (as herein defined) through such date has been substantially completed in accordance with the Plans and Specifications and (b) the quality of work performed in connection with the Project through such date complies with the requirements of the Construction Contract and the Plans and Specifications.

Assignment of Third Party Agreements: That certain assignment document, attached hereto as Exhibit E and dated of even date herewith, pursuant to which First Choice shall assign and deliver to MPT the Architect Agreement and all other agreements in place as of the date of this Agreement relating to, and necessary for, the continued design, construction and development of the Project by MPT, the First Choice Parties and the Developer in accordance with terms of this Agreement.

Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which money centers in New York, New York are authorized or obligated by law or executive order to close.

Certificate of Occupancy: A certificate or other governmental authorization from the appropriate governmental authorities unconditionally approving and certifying that the Improvements (as defined herein) are suitable for permanent occupancy (or conditionally approving and certifying the Improvements for immediate occupancy).

Change Order: As defined in Section 3.08(a).

Complete, Completed or Completion: Means the occurrence of both of the following: (i) MPT and the First Choice Parties have received the Architect Certificate, which shall be in form and substance satisfactory to MPT and the First Choice Parties, and shall include the written approval of the Construction Consultant noted thereon, and (ii) MPT has received the Certificate of Occupancy; provided, however, that for purposes of determining whether the “Rent Commencement Date” has occurred under the Master Lease with respect to the Property, MPT may waive either of these requirements in writing in its sole discretion and, if such waiver is delivered, “Completion” for purposes of such “Rent Commencement Date” shall mean the date of issuance of the Certificate of Occupancy.

Construction Consultant: [ ], or such other architect, engineer or other person or entity selected by MPT, in its sole discretion, who shall assist MPT in connection with the construction of the Improvements, including but not limited to, reviewing Plans and Specifications, consulting with MPT regarding the progress of construction of the Improvements for purposes of funding, and advising MPT with respect to other matters relating to the Project. The fees payable to any such Construction Consultant shall be included in the Development Budget. It is understood and agreed by Developer and the First Choice Parties that delivery of any items, notices, approval or funding requests to the Construction Consultant as contemplated under this Agreement, whether delivered by Developer, any First Choice Party or any Third Party shall not constitute or be deemed to constitute delivery of the same to MPT.

Construction Contract: That certain AIA Document A101-2007 Standard Form Agreement Between Owner and Contractor, as amended, dated as of , 20 , between MPT and the General Contractor relating to the Project, together with any Change Order with respect thereto which is approved in accordance with Section 3.08 or the approval thereof is not required pursuant to such Section 3.08, as the same may be modified, amended or restated from time to time.

Construction Period: That period of time commencing on the date of MPT’s acquisition of the Property in accordance with the Master Funding and Development Agreement and ending on the last day of the calendar month during which the Completion shall occur.

Construction Period Accrual: An amount equal to the product of (a) the amount all hard and soft costs funded in accordance with the Development Budget for the acquisition of the Property and the development of the Improvements, multiplied on a per diem basis by (b) the Lease Rate

(as defined in the Master Lease) (based upon a 360-day year), with such product being compounded on an annual basis during the Construction Period.

Developer: As defined in the preamble hereof.

Developer Fee: As defined in Article VII.

Development Budget: The detailed line item cost budget attached hereto as Exhibit B setting forth the estimated Total Development Costs with respect to the Project, which shall include, without limitation, all Transaction Expenses, the Developer Fee, the costs of the Construction Consultant and the expenses described in Section 8.15 hereof.

Development Schedule: The Development Schedule for the Project attached hereto as Exhibit C, as modified or amended from time to time with MPT’s prior written approval which approval shall not be unreasonably withheld, conditioned or delayed.

Event of Default: As defined in Article VI.

Facility: As defined in the recitals hereof.

Facility Lender: As defined in the Master Lease.

Final Funding: As defined in Section 5.05.

Final Endorsement: As defined in Section 5.05(d).

First Choice: As defined in the preamble hereof.

First Choice Parties: As defined in the preamble hereof.

Force Majeure Events: As defined in Section 3.11 (i).

Funding: Each disbursement of funds by MPT hereunder, including the Initial Funding.

GAAP: The United States generally accepted accounting principles and practices as in effect from time to time and applied consistently throughout the periods involved.

General Contractor: [ ], or any other replacement or completion contractor hired by MPT.

Guaranty: That certain Cost Overrun Guaranty, dated as of , 2013, executed by First Choice, as the same may be amended, modified, restated or supplemented from time to time.

Guaranty Limitation: Such limitation on each First Choice Party’s obligations to pay or perform its aggregate obligations under this Agreement and the Cost Overrun Guaranty solely to the extent necessary to comply with the provisions of ASC 840-40-55.

Hazardous Materials: As defined in the Master Lease.

Improvements: As defined in Article II.

Initial Funding: As defined in Section 5.01.

Lessee: As defined in the preamble hereof.

Letter of Credit: As defined in Section 3.11(k).

Letter of Credit Obligations: All obligations of the First Choice Parties under this Agreement.

Master Funding and Development Agreement: As defined in the recitals hereof.

Master Lease: As defined in the recitals hereof.

MPT: As defined in the preamble hereof.

MPT Indemnified Parties: As defined in Section 8.10.

Overdue Rate: On any date, the Lease Rate (as defined in the Master Lease) plus Six Percent (6%).

Person: An individual, firm, corporation, general or limited partnership, limited liability company, an unincorporated association, joint venture, governmental entity or another entity or group.

Plans and Specifications: As defined in Section 3.11(e).

Project: As defined in the recitals hereof.

Project Completion Date: As defined in Section 3.11 (f)(i).

Property: As defined in the recitals hereof.

Proposed Change Order: As defined in Section 3.08(b).

Punch List: As defined in Section 3.11(h).

Recorded Agreements: As defined in Section 3.01(a).

Retainage: With respect to the Construction Contract, the greater of (a) the retainage required by the Construction Contract, or (b) Ten Percent (10%) of the costs of completed construction under the Construction Contract, to the extent such completed construction and costs thereof have then been approved by the Architect and the Construction Consultant.

Site Plan: The Site Plan for the Project prepared by the Architect, a copy of which is attached hereto as Exhibit D.

Third Parties: As defined in Section 3.11(c)(i).

Third Party Agreements: All agreements with respect to the design, development and construction of the Improvements, including the Architect Contract and Construction Contract.

Title Company: [ Title Insurance Company].

Title Policy: As defined in Section 5.05(d).

Total Development Cost: The sum of (a) all hard and soft development costs that are included in the Development Budget for the acquisition of the Property and the development of all Improvements in accordance with this Agreement; and (b) the Construction Period Accrual.

Total Funding Amount: An amount equal to [ and No/100 Dollars ($ )].

Transaction Documents: This Agreement, the Master Funding and Development Agreement, the Master Lease, the Guaranty, the Assignment of Third Party Agreements and any and all other agreements, documents or instruments either having been executed prior to or contemporaneously herewith, or that will hereafter be executed, by either of the First Choice Parties or any of their respective Affiliates in favor of or with MPT or any of its Affiliates, as any of the same may be extended, amended, modified, restated and/or supplemented from time to time.

Transaction Expenses: All costs and expenses relating to the Project payable by the First Choice Parties and their Affiliates as required under Section 13.9 of the Master Funding and Development Agreement.

1.02 Singular and Plural Terms. Singular terms shall include the plural forms and vice versa, as applicable, of the terms defined.

1.03 Accounting Terms. All accounting terms used in this Agreement shall be construed in accordance with GAAP, except as otherwise defined.

ARTICLE II

THE PROJECT AND ENGAGEMENT

2.01 Project. The parties acknowledge that the Project contemplates the acquisition of the Property and the design, construction and development of certain improvements relating to the

Facility as depicted on the Site Plan, including all the related parking areas, driveways, walkways, utility improvements, site work and any other improvements, amenities and facilities to be constructed on the Property for use in connection with the operation of the Facility (collectively, the “Improvements”). It shall be a condition precedent to MPT’s funding obligations under this Agreement that MPT shall have approved the final Development Budget in accordance with Section 3.11.

2.02 Engagement. MPT hereby engages the Developer, and the Developer hereby accepts such engagement, to perform services relating to the design, permitting, construction and development of the Project as described herein on the terms and conditions and in consideration of the payments set forth herein. In performing such services, Developer will be acting on its own behalf, as an independent contractor and not as a partner, venture or employee of MPT or the First Choice Parties. Developer agrees to further the interest of MPT and the First Choice Parties by furnishing Developer’s skill, judgment and expertise in the design, construction and development of the Project. Developer shall perform its services hereunder in an expeditious and economical manner, consistent with the best interest of MPT, the First Choice Parties and in accordance with the generally accepted and customary standards for providing such services for comparable facilities. Subject to the terms and conditions of this Agreement, Developer shall have the authority to make and coordinate day-to-day decisions that are necessary in the performance of its obligations hereunder and to render directions to all third parties in connection therewith. Notwithstanding anything contained herein to the contrary, in no event shall Developer have any right or authority, express or implied, to commit or otherwise bind or obligate MPT or its Affiliates or First Choice or its Affiliates to any liability or agreement, unless expressly authorized to do so in writing by MPT or First Choice, as applicable, or unless expressly authorized by the terms of this Agreement.

2.03 Representations and Warranties of Developer. Developer hereby represents and warrants to MPT and the First Choice Parties that (a) Developer has full legal right, power and authority to enter into this Agreement, to incur the obligations provided for herein, and to execute and deliver the same to MPT and the First Choice Parties; (b) this Agreement has been duly executed and delivered by Developer and constitutes Developer’s valid and legally binding obligation, enforceable against Developer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and similar laws affecting the enforcement of creditor’s rights or contractual obligations generally and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equity; (c) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Developer of this Agreement or the consummation and performance by Developer of the transactions contemplated hereby; (d) the execution and delivery of this Agreement and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Developer, and will not conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Developer, any instrument, contract or other agreement to which Developer is a party or by or to which Developer or Developer’s assets or properties are bound or subject; or any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body; and (e) Developer is not a party to or, to the knowledge of Developer, threatened with any litigation or judicial, administrative or arbitration proceeding

which, if decided adversely to Developer, would restrain, prohibit or materially delay the transactions contemplated hereby.

ARTICLE III

COVENANTS OF THE DEVELOPER AND FIRST CHOICE PARTIES

During the term of this Agreement, each of the Developer and the First Choice Parties, jointly and severally, covenant and agree to perform all of the duties and obligations as provided under this Article III and elsewhere in this Agreement to be performed thereby.

3.01 Construction of Improvements. The Developer, with the coordination and assistance of the First Choice Parties, shall:

(a) cause the commencement of construction and the Completion of the Improvements in accordance with the terms of this Agreement, the Plans and Specifications, the Development Budget and the Development Schedule, which shall, among other things, require the Developer to:

(i) interview, negotiate with, and, if required, after consultation with and approval of MPT select and negotiate agreements with all other third party design and development consultants for the Project, including, if and as appropriate, space planners, landscape architects, civil, soils, mechanical, electrical and plumbing engineers, and acoustical, curtain wall, lighting, art and graphic design consultants;

(ii) oversee the third party consultants regarding the Project and the Architect’s preparation of conceptual design, and the detailed plans and specifications therefor, including matters relating to site planning, engineering, construction of the Improvements, public space and landscape design, traffic and circulation matters;

(iii) initiate the planning and coordinate with MPT, the First Choice Parties and the Architect the receipt of all necessary public and private approvals for the Project, including city planning, applicable building codes, public works, any applicable architectural review committee, and building permit approvals;

(iv) monitor, with reliance on the Architect, engineers and Third Parties, compliance with laws and regulations affecting the Project;

(v) provide preliminary evaluation of the budget, prepare preliminary estimates of construction costs, assist MPT and the First Choice Parties in achieving a mutually agreed upon development program, budget requirements and other design parameters, and provide cost evaluations of alternative materials and systems as reasonably requested;

(vi) review designs during their development and advise MPT and the First Choice Parties regarding on-site use and improvements, selection of materials, building systems and equipment and methods of Project delivery;

(vii) prepare and submit for MPT’s approval the Development Schedule with anticipated construction schedules, covering all phases of the work required pursuant to the Construction Contract, indicating the established dates for the start and completion of all primary phases of the Project including the date for Completion:

(viii) provide MPT and the First Choice Parties with a monthly progress report at the end of each month detailing the amount of work on the Project which has been completed in relation to the Development Schedule;

(ix) assist MPT and the First Choice Parties in space planning, design and finish-out evaluations and costs of Improvements;

(x) provide business and contract administration consistent with good construction practices; and

(xi) cause to be prepared and furnished to MPT and the First Choice Parties the Project budget draw projections for key trades and schedules for the purchase and delivery of materials for the Project.

(b) ensure that the Architect has and will continue to perform its construction administration obligations as set forth in the Architect Agreement;

(c) cause the Improvements to be constructed in a good and workmanlike manner and in compliance with and thereafter remain in compliance with all agreements and covenants and restrictions of record (including, without limitation, those agreements set forth on Exhibit F attached hereto and made a part hereof by reference and incorporation) (the “Recorded Agreements”) and all applicable laws, ordinances and regulations, including, without limitation, Applicable Environmental Laws, the Applicable Healthcare Laws, Americans with Disabilities Act and regulations thereunder, and laws, ordinances and regulations relating to subdivision, zoning, building codes, set back requirements and environmental matters, all of which shall include, among other things, the Developer:

(i) providing or obtaining responses to inquiries of the General Contractor;

(ii) endeavoring to guard MPT and the First Choice Parties against any defects or deficiencies in the work of any Third Parties including by performing any appropriate inspection and testing of such work;

(iii) advising MPT and the First Choice Parties of any observed material omissions, substitutions, defects, or deficiencies noted in the work of any Third Party;

(iv) rejecting any work or materials that do not, in Developer’s reasonable judgment, materially conform to the appropriate contract documents;

(v) overseeing the correction of defective or non-conforming work;

(vi) requiring the Architect or appropriate Third Party to review and approve shop drawings, samples, submittals and other submissions of the General Contractor for

conformance with the Plans and Specifications and compliance with the appropriate contract documents;

(vii) consulting with the Architect and/or MPT and the First Choice Parties if any Third Party requests interpretations of the meaning and intent of the Plans and Specifications and assisting in the resolution of any questions which may arise;

(viii) causing the preparation of such reports as may be required for the use of any public agency on the progress of the construction of the Improvements;

(ix) reviewing the substitution of any materials or equipment for those required by the Plans and Specifications for the Improvements and evaluating the laboratory reports on such substituted materials or equipment, all to the extent materially consistent with the Plans and Specifications, including permitted Change Orders thereto;

(x) maintaining construction accounts for the Improvements;

(xi) conducting monthly on-site meetings with the General Contractor, First Choice Parties, Construction Consultant, and Architect to review the work in-place, progress of the work, and schedule for subsequent month;

(xii) inspecting the Project at substantial Completion;

(xiii) preparing punch lists of incomplete or rejected work and ensuring the correction and completion of the work;

(xiv) conducting final inspection of the work, assembling and delivering to the First Choice Parties and MPT of written guaranties, releases, bonds and waivers, instruction books, diagrams and charts required by the appropriate contract documents, and issuing a final recommendation for final payment;

(xv) Upon Completion of the Project, Developer shall deliver a copy of the General Contractor’s final “Sworn Statement” which will be provided for in the General Contract and copies of all necessary waivers of lien from the General Contractor and its subcontractors;

(xvi) provide an ALTA survey of the Project showing, inter alia, all building setback requirements, parking spaces, encroachments, the dimensions and locations of the Improvements and all recorded or visible easements. Said survey shall be accompanied by the certification with regard to the accuracy and content of the survey, a set of record drawings of the Improvements including architectural and mechanical, electrical, structural, plumbing, heating, ventilation and air conditioning record drawings including record shop drawings in both printed and electronic format, in their original editable format, and/or in a manner or format as requested by FCER (i.e. AutoCAD .dwg files by example);

(xvii) provide all manufacturers’ written brochures, catalog cuts, maintenance instructions, training and such other information received by Developer with respect to the fixtures or any other component of the Improvements; and

(xviii) provide any documentation required by Texas Administrative Code, Title 25, Chapter 131.

(d) review and update MPT with respect to each Funding request;

(e) review and update MPT with respect to all Change Orders and Proposed Change Orders;

(f) assist in securing all required inspections and the Certificate of Occupancy;

(g) cause the completion or correction of all items identified on the Punch List;

(h) assist in procuring all warranties relating to the construction of the Improvements;

(i) obtain all consents and approvals required by the Recorded Agreements;

(j) cause the Improvements to be constructed so as not to encroach upon or overhang any property line, setback line, easement or right-of-way (except as permitted pursuant to a properly executed and recorded easement or other applicable agreement, in form and substance reasonably acceptable to MPT);

(k) cause such construction to proceed continuously (subject to temporary cessation to the extent not in violation of the terms of this Agreement); and

(l) complete construction of the Improvements no later than the Project Completion Date, time being of the essence (subject to Force Majeure Events).

3.02 Use of Proceeds. The First Choice Parties, with the coordination and assistance of the Developer, shall use the proceeds of each Funding solely and exclusively for the purposes set forth in, and in the amounts set forth in, the Development Budget and this Agreement, and to pay such other fees, closing costs, and other non-construction expenses relating to the construction of the Improvements, as MPT has approved or may from time to time approve.

3.03 Liens and Encumbrances.

(a) The Developer shall: (i) keep free from all liens and encumbrances (A) MPT’s and the Lessee’s interests in the Property and the Improvements, and (B) the proceeds of all Fundings (including the Initial Funding and Final Funding); (ii) pay prior to delinquency and prior to any interest, fees or penalties being incurred for not promptly paying, all persons or entities supplying work or materials for the construction of the Improvements, except, in each case, for good faith contests of which MPT has been notified in writing to the extent such contest is material to the completion of the Project; and (iii) promptly discharge, bond off, provide affirmative title insurance coverage insuring MPT against any loss or damage with respect to, or make other arrangements acceptable to MPT with respect to, any mechanic’s, materialman’s or

other lien filed against the Property, the Improvements, the Lessee or the proceeds of any Funding.

(b) The First Choice Parties shall, subject to the Guaranty Limitation,: (i) keep free from all liens and encumbrances (A) MPT’s and the Lessee’s interests in the Property and the Improvements, (B) the proceeds of all Fundings (including the Initial Funding and Final Funding), and (C) all other assets of the Lessee, except those liens and encumbrances contemplated by the Transaction Documents; and (ii) use commercially reasonable efforts to ensure that the Developer promptly pays or discharges all obligations described in Section 3.03(a) hereof.

3.04 Cost Overruns and Deficiencies.

(a) The parties acknowledge that MPT shall not be required to provide funding in excess of the Total Funding Amount for the Project, MPT shall not be responsible for cost overruns and, to the extent such cost overruns are not borne by the General Contractor, the Architect or other applicable Third Party, the First Choice Parties (subject to the Guaranty Limitation with respect to the First Choice Parties) shall be jointly and severally responsible for and shall promptly pay any and all cost overruns.

(b) Within twenty (20) days following MPT’s demand therefor (which demand may be made at MPT’s option), subject to the Guaranty Limitation, the First Choice Parties shall deposit with MPT the amount of money equal to the difference between the undisbursed Total Funding Amount as of such date, and the amount which MPT shall reasonably determine is necessary to fully Complete the Improvements, free of all encumbrances or liens, including direct and indirect costs and work performed but for which payment has not been made, and MPT shall be under no obligation to make any further Fundings until any amount so demanded is so deposited with MPT.

3.05 Reports and Notices. The Developer and, to the extent such information is reasonably available to them, the First Choice Parties shall: (a) furnish promptly to MPT such information as MPT may reasonably require concerning costs, design and engineering, progress of construction, marketing, and such other factors as MPT may require; and (b) notify MPT promptly of any litigation instituted, or any claim or litigation threatened in writing against the Developer or any First Choice Party, any lien filed by the Internal Revenue Service against the Developer, any First Choice Party, the Property or the Improvements as a result of deficiencies asserted against the Developer or any First Choice Party, any audits of any Federal or State tax return of the Developer or any First Choice Party, any dispute pursuant to or default under any Third Party Agreement, any material changes in governmental requirements pertaining to the Property or Improvements, utility availability or anticipated costs of Completion, and any other matters which could reasonably be expected to materially adversely affect the Property, the Improvements or the Developer’s or any First Choice Party’s ability to perform their respective obligations under this Agreement, in each case, as determined in the reasonable discretion of MPT.

3.06 Books and Records. The Developer shall maintain complete and accurate account books and records with respect to the Project and the design and construction of the

Improvements, , and make such books and records available at reasonable times upon reasonable prior notice for inspection and copying by MPT or its agents. The First Choice Parties shall assist the Developer in maintaining and providing such books and records as required herein.

3.07 Access and Promotion. The Developer shall permit MPT and its agents to have access to the Property and Improvements upon reasonable notice. The Developer shall provide to MPT, at the First Choice Parties’ expense, a sign in accordance with MPT’s reasonable specifications publicizing MPT’s interest in the Property for placement on the Property and shall permit MPT to maintain the sign on the Property; provided, however, that any such sign shall be (i) in a size and shall be erected in a location reasonably acceptable to MPT and approved by the Developer and the First Choice Parties, which approval shall not be unreasonably withheld, conditioned or delayed; and (ii) subject to all applicable laws.

3.08 Change Orders.

(a) Neither the First Choice Parties nor Developer shall authorize or permit any change, modification, supplement or substitution to the Construction Contract, the Architect Agreement, the Site Plan, the Plans and Specifications (and if Plans and Specifications have not yet been provided to and approved by MPT, then to any working drawings), or the scope of work pursuant to any of the foregoing (each a “Change Order”), without the prior written consent of MPT, which may be given or withheld in its sole discretion; provided, however, notwithstanding anything to the contrary herein, it shall not be necessary for the First Choice Parties or the Developer to obtain the prior consent of MPT for a Change Order to the extent that (i) the cost of such Change Order is less than One Hundred Thousand and No/Dollars ($100,000.00), (ii)the Change Order does not increase the overall Development Budget, (iii) the scope of the Project is not materially changed by such Change Order, and (iv) the Change Order does not reduce the quality of any materials used in the construction of the Project or reduce the quality of the Improvements.

(b) The Construction Contract and the Architect Agreement shall require contemporaneous delivery by the General Contractor and the Architect of any “proposed” Change Order (a “Proposed Change Order”) requiring the review and approval by MPT, which approval may be withheld in its sole discretion. Notwithstanding the preceding sentence, each of the Developer and the First Choice Parties shall immediately forward to MPT copies of any Proposed Change Order received by the Developer or any of the First Choice Parties that require the review and approval by MPT, the Construction Consultant and any other designee of MPT. Any Proposed Change Order that requires the review and approval by MPT shall detail the proposed change in scope of work, the costs and the impact on the applicable work schedule. In MPT’s sole discretion, MPT may require that its Construction Consultant certify such details in writing to MPT. From and after the date on which MPT has received the Proposed Change Order and the Construction Consultant’s certification relating thereto, MPT shall have Ten (10) Business Days to review and approve or disapprove such Proposed Change Order. In the event that MPT fails to approve or disapprove any Proposed Change Order within said Ten (10) Business Day period, then MPT shall be deemed to have disapproved of such Change Order. If any such Proposed Change Order is approved by MPT, the Architect shall prepare a final Change Order for execution by the Developer, the General Contractor and the Architect, as well as MPT’s signature for consent only. Upon the full and complete execution of a final

Change Order as required by this subsection (b), such Change Order will become effective immediately without further action of the parties. The Developer and the First Choice Parties (i) waive any and all rights and claims for Fundings for increased costs or work performed under Change Orders that require the review and approval by MPT but that are not approved by MPT and implemented in accordance with this Section 3.08(b), and (ii) jointly and severally agree to indemnify and hold harmless MPT and its Affiliates from any increased costs or claims or requests for time relating to Change Orders, or work performed thereunder, not approved by MPT and implemented in accordance with this Section 3.08(b) (subject to the Guaranty Limitation with respect to the First Choice Parties). If any surety has provided bonds in connection with the construction of the Improvements, then either (i) such Change Order shall have received the prior written approval of such surety or (ii) such surety shall have waived the right to approve the same.

(c) In addition to the foregoing, the parties acknowledge that the Architect shall have limited authority pursuant to the Construction Contract to order certain minor changes in the Work (as defined in the Construction Contract), and without obtaining the consent of any of the parties hereto. Further, Developer shall have the same authority to order minor changes in such Work not involving adjustment in the Development Budget or extension of the Development Schedule and not inconsistent with the intent of the Contract Documents (as defined in the Construction Contract), this Agreement or the other Transaction Documents. Such changes will be effected by written order signed by Developer, a copy of which shall be delivered to MPT by Developer within two (2) Business Days after any such minor change.

3.09 Ownership of Personalty. The Developer and the First Choice Parties, as applicable, shall furnish to MPT, if MPT so requests, copies of the contracts, bills of sale, receipted vouchers, and agreements, or any of them, under which the Developer or any First Choice Party claims title to the materials, articles, fixtures and other personal property used or to be used in the construction or operation of the Improvements.

3.10 Appraisals. Upon MPT’s request and upon reasonable notice, the Developer and, as applicable, the First Choice Parties shall (a) permit MPT and its representatives to enter upon and appraise the Improvements; (b) cooperate with and provide any information requested in connection with such appraisals; and (c) reimburse MPT for the cost of the first such appraisal and one (1) reappraisal per year while an Event of Default exists.

3.11 Development Budget; Management of Project. The Developer, the First Choice Parties and MPT hereby acknowledge and agree that each has reviewed and does hereby approve of the Development Budget attached hereto as Exhibit B. Subject to Section 5.04(c) hereof, all modifications or amendments to the Development Budget shall require MPT’s prior written approval, which approval may be given or withheld in MPT’s sole discretion. The Developer, in consultation and cooperation with the First Choice Parties, shall manage and oversee all design, development and construction aspects of the Project in accordance with the Development Budget and the Development Schedule. In connection with such management and oversight, the Developer shall perform, without limitation, the following services:

(a) Development Documents. The Developer, with the cooperation and assistance of the First Choice Parties, shall prepare (or cause to be prepared):

(i) the Plans and Specifications (to the extent not prepared as of the date of this Agreement);

(ii) the Development Schedule setting forth a detailed analysis and schedule for the development and construction of the Project; and

(iii) a survey of the location and boundaries of the Property on which the Project will be constructed, which shall, at a minimum, clearly depict all wetland areas and contain a legal description of the Property, and contain such other information and detail as required by MPT and the Title Company (to the extent not prepared as of the date of this Agreement).

(b) Construction Approvals and Permits; Construction Notices. The Developer, with the cooperation and assistance of the First Choice Parties, shall use its best efforts to obtain as soon as practicable, all approvals, governmental approvals and permits necessary or appropriate for the development and construction of the Project, including, without limitation, approvals required pursuant to any Recorded Agreements, zoning approvals, zoning variances, subdivision approvals, grading and utility permits, building permits, tap permits or “connections” for water and sanitary sewer service for the Project (the expense for which shall be included in the Development Budget) (all such approvals and permits shall be on terms and conditions approved by MPT, such approval not to be unreasonably withheld, conditioned or delayed). The Developer shall file, or cause to be obtained and filed, all notices of commencement of construction and completion of construction as may be required by the applicable local and state laws and ordinances. The Developer shall furnish MPT with evidence of such approvals within ten (10) days after receipt of the same and shall furnish MPT with copies of all such notices promptly following submission thereof. The First Choice Parties shall assist and cooperate with the Developer in the performance of the Developer’s obligations hereunder.

(c) Third Parties and Third Party Agreements. MPT, with the cooperation and assistance of the First Choice Parties, shall negotiate the Construction Contract and the Architect Agreement, or MPT shall otherwise review the Architect Agreement to the extent it has been executed by First Choice prior to MPT’s acquisition of the Property, and, if acceptable, MPT shall enter into (or as to the Architect Agreement, if applicable, accept an assignment of) the Construction Contract and the Architect Agreement with the General Contractor and Architect, respectively. The Developer, with the cooperation and assistance of the First Choice Parties, shall negotiate all other Third Party Agreements with all landscape architects, engineers, planners, designers, subcontractors, technology suppliers and consultants, and other suppliers and vendors (together with the Architect and the General Contractor, collectively, the “Third Parties”) utilized or to be utilized in connection with the Project. Notwithstanding anything contained herein to the contrary, (A) the Developer, in consultation and cooperation with the First Choice Parties, shall have the right to select the Third Parties (other than the Architect and the General Contractor) and others that will participate in the Project, and (B) the Developer, in consultation and cooperation with the First Choice Parties, shall control the preparation and negotiation of the definitive agreements with such Third Parties.

(d) Utility Services. The Developer, with the cooperation and assistance of the First Choice Parties, shall contract with the appropriate government authorities and utility companies

for the construction and provision of any utility services necessary for the implementation of the Project and the use of the Facility; provided, however, that any such contract or utility service which requires that an easement or other encumbrance be placed upon any portion of the Property shall require the prior written approval of MPT, which approval shall not be unreasonably withheld, conditioned or delayed. MPT shall be deemed to have given its approval unless MPT delivers written notice of disapproval to the Developer within five (5) Business Days after MPT’s receipt of the request for such approval.

(e) Plans and Specifications. To the extent not already completed as of the date of this Agreement, the Developer, in consultation and cooperation with the First Choice Parties, shall, within [ ( ) - TO BE DETERMINED] days after the date hereof, cause the Architect to complete the preparation of the final working drawings, plans and specifications for the Project, including interior partitions, finishes and other tenant improvement work, all related utility, parking, driveway, landscape and other site improvements to be located on the Property, and to submit four (4) copies of such working drawings, plans and specifications to MPT. The Developer and the First Choice Parties acknowledge and agree that the Site Plan and the Plans and Specifications must be prepared, completed and approved in accordance with the terms, provisions and conditions of the Recorded Agreements. If MPT has any objections or comments with respect to any such drawings, plans and specifications which are submitted to it, MPT shall submit the same to the Developer and the Architect in writing within ten (10) Business Days after MPT’s receipt of such working drawings, plans and specifications and the Developer, in consultation and cooperation with the First Choice Parties, shall promptly coordinate with the Architect and cause the requested comments, objections, changes and corrections to be addressed and made. The Developer shall cause to be resubmitted promptly to MPT modified working drawings, plans and specifications addressing such comments, objections, changes and corrections, which shall be subject to the same review and approval procedures set forth above. All working drawings and specifications which are approved by MPT are herein referred to as the “Plans and Specifications.” Approval of the Plans and Specifications by MPT shall constitute only an approval of the aesthetic features of the building described in the drawings, and acknowledgment that the floor plan and the spatial relationship of the various parts of the Plans and Specifications are satisfactory, and shall not be construed as an approval of the character or quality of the architectural, structural or engineering design of the Improvements or any of their components, or an acknowledgment that the design complies with applicable building codes. No such approval shall constitute a waiver of any warranties or guaranties set forth in this Agreement or release the Developer, any First Choice Party or the Architect from liability for any errors or omissions. Except as specifically set forth herein, none of the Plans and Specifications may be changed or otherwise modified without the prior written consent of MPT in its reasonable discretion. All costs, fees and expenses of the preparation of the Plans and Specifications by the Architect and any other consultants shall be included in the Development Budget. Additionally, the Developer, with the cooperation and assistance of the First Choice Parties, shall ensure that Architect fulfills its obligations under the Architect Agreement and shall not reduce or diminish the Architect’s obligations or responsibilities under the Architect Agreement without the prior written consent of MPT, which may be withheld in the reasonable discretion of MPT.

(f) Construction Phase Services. During the construction phase of the Project, the obligations and services to be performed by the Developer shall, with the assistance and

coordination of the First Choice Parties, include, without limitation, those detailed in Section 3.01 above and the following:

(i) Commencing construction of the Project in accordance with the Development Schedule and diligently pursuing the Completion of the Project in accordance with this Agreement, the Development Schedule and the Development Budget by no later than [ , 201 ] (the “Project Completion Date”), subject to Force Majeure Events.

(ii) Coordinating with all Third Parties with respect to the development, budgeting, design, engineering, construction and landscaping of the Project in accordance with the Development Schedule and the Development Budget and supervising the performance by the Third Parties and their compliance with their respective obligations under the Third Party Agreements in connection with the Project.

(iii) If required by MPT in its sole discretion, insure that the General Contractor deliver to MPT to secure performance of construction of the Project in compliance with the Plans and Specifications, either (A) performance and payment bonds in the penal sum of the cost for construction of the Project; or (B) subguard insurance.

(g) Insurance.

(i) The Developer, with the cooperation and assistance of the First Choice Parties, shall cause all Third Parties to maintain general liability and other types of insurance (including, without limitation, errors and omissions coverages) satisfactory in form, content and amount to MPT and any Facility Lender, in their reasonable discretion, and insuring against all hazards normally insured against in the construction industry for similar projects. The Developer shall cause MPT and any Facility Lender to be added as additional insureds on all liability and property coverages. The Developer, with the cooperation and assistance of the First Choice Parties, shall obtain and deliver to such insured parties before the commencement of the construction of the Project original policies of insurance, or a certified copy thereof (which is certified in writing by a duly authorized agent for the insurance company as a “true, correct, complete and certified” copy of the policy) for the required insurance. All policies of insurance required hereunder to be obtained shall provide that (A) such policies will not lapse, terminate, be canceled, or be amended or modified to reduce limits or coverage terms unless and until the Developer, MPT and Facility Lender have received not less than thirty (30) days’ prior written notice, (B)the language “endeavor to” will be deleted from all notice provisions and (C) the First Choice Parties, jointly and severally (but subject to the Guaranty Limitation with respect to the First Choice Parties), shall deposit the amount of any deficiency resulting from a casualty or other event in accordance with the requirements of any Facility Lender (except to the extent the deficiency arises from a Force Majeure Event (as defined in the Overrun Cost Guaranty).

(ii) Without limiting the generality of the foregoing, MPT, with the cooperation and assistance of the First Choice Parties, shall procure and maintain (or shall cause the General Contractor to procure and maintain) until Completion of the

Improvements an “All Risk” Builder’s Risk insurance policy written at One Hundred Percent (100%) of the completed value of the Improvements, which insurance policy shall comply with the following:

(a) the policy shall be in effect during the course of construction until Completion and acceptance of the Improvements by MPT;

(b) the policy shall provide for valuation on a replacement basis with no coinsurance;

(d) the policy shall name MPT as loss payee and MPT and any Facility Lender shall be listed as additional insureds thereunder;

(e) the policy shall grant waivers of subrogation against the additional insureds;

(f) the policy shall provide soft costs/delayed start up insurance covering lost earnings and continuing expenses, plus interest due MPT, in an amount sufficient to cover not less than the aggregate amount of the estimated lost earnings during (i) the actual time required to rebuild the Improvements following loss or damage, or (ii) twelve (12) months, whichever is longer, plus an additional extended period of indemnity of not less than ninety (90) days. Such coverage shall be written on an “actual loss sustained” form;

(g) the policy shall provide a sublimit of at least One Hundred Thousand and No/100 Dollars ($100,000.00) to cover reasonable expenses incurred by the insured or loss payee for professional services necessary to measure, quantify or determine the amount of any loss covered by the policy, such as appraisers, auditors, accountants, architects, and engineers (such expenses shall not include the insured’s or loss payee’s own employees or public adjusters); and

(h) the policy shall provide flood and earthquake coverage at a minimum amount equal to Twenty Percent (20%) of the full replacement cost. The deductible for such coverage shall not exceed Three Percent (3%) of the insured values.

The costs of such coverages shall be included in the Development Budget, it being understood and agreed that the First Choice Parties, jointly and severally (but subject to the Guaranty Limitation) shall be directly liable for the payment of any deductibles related to any claims made under such policy other than deductibles related to claims arising from a Force Majeure Event (as defined in the Cost Overrun Guaranty). Contemporaneously with the execution of this Agreement, the Developer, with the cooperation and assistance of the First Choice

Parties, shall deliver to MPT certificates of insurance which evidence the types and amount of coverage required under this Section 3.1 Kg). Within thirty (30) days after execution of this Agreement, the Developer shall deliver to MPT binders of insurance, and a copy of the policy.

(iii) MPT, with the cooperation and assistance of the First Choice Parties, shall require the General Contractor to provide the following:

(a) statutory worker’s compensation and employers liability insurance covering all the General Contractor and subcontractor employees in amounts that are customary for the General Contractor’s industry;

(b) commercial general liability insurance in a primary amount of at least Two Million and No/100 Dollars ($2,000,000.00) per occurrence, bodily injury for injury or death of any one person and for property damage for damage to or loss of the property of others, subject to a Four Million and No/100 Dollars ($4,000,000.00) annual aggregate policy limit applicable for the Project with MPT being named as an additional insured as respects liability arising from the General Contractor’s construction, use, occupancy or maintenance of the Property for a period of not less than five (5) years following Completion of construction.

(c) automobile and vehicle liability insurance coverage for all owned, non-owned, leased or hired automobiles and vehicles in a primary limit amount of One Million and No/100 Dollars ($1,000,000.00) per occurrence for bodily injury and property damage with all allocated loss adjustment expenses, including defense costs, in addition to the policy limits required above and with MPT being named as an additional insured thereby; and

(d) umbrella liability insurance in the minimum amount of Ten Million and No/100 Dollars ($10,000,000.00) for each occurrence and aggregate combined single limit for all liability.

The umbrella liability policy shall follow form with the primary commercial general liability with respect to providing coverage to MPT as an additional insured when required by written contract or agreement. The umbrella liability policy shall name in its underlying schedule the policies of commercial general liability, automobile/vehicle liability and employer’s liability under the workers compensation policy. Each of the policies and coverages described in subsections (A) through (D) above shall grant waivers of subrogation against MPT. Further, each of the policies and coverages described in subsections (B) through (D) shall provide primary and non-contributory coverage to MPT and provide for no less than thirty (30) days’ written notice to MPT prior to cancellation of any such policies or coverages.

(iv) MPT, with the cooperation and assistance of the First Choice Parties, as reflected in the Architect Agreement, shall require the Architect to provide an Architect and Engineering Professional Liability insurance policy providing coverage for errors and omissions in professional services in architecture and engineering, including, but not limited to, building design, electrical, mechanical, plumbing, civil and structural engineering that might be made pursuant to the Project. Such insurance shall provide claims made coverage with an occurrence and aggregate limit in amounts not less than Three Million Dollars ($3,000,000) and Three Million Dollars ($3,000,000), respectively. Such insurance shall remain in place from the date of Architect’s engagement through the construction of the Project and for three years following Completion of the Project.

(h) Punch List Items. Following the issuance of the final Architect Certificate, MPT, with the cooperation and assistance of the First Choice Parties, may, within seven (7) Business Days after receipt of the final Architect Certificate, inspect the Property and Improvements and prepare punch lists (each a “Punch List”) setting forth all incomplete, defective or other items of construction not in conformity with the Plans and Specifications and if MPT delivers any such Punch List, the Developer, with the cooperation and assistance of the First Choice Parties, shall cause all such items to be completed or corrected within ninety (90) days after receipt of such Punch List. If ninety (90) days is an insufficient period of time in which to complete or correct any Punch List item, the Developer may request one or more thirty (30) day extensions of said 90-day period, which extensions MPT shall grant so long as the Developer and the First Choice Parties are working and continue to work in good faith and diligently pursue the completion and correction thereof. In the event such items are not completed within the ninety (90) day period, or the extended period of time, as applicable, MPT may complete or correct any or all of such items and the Developer and the First Choice Parties, jointly and severally (subject to the Guaranty Limitation with respect to the First Choice Parties), shall reimburse MPT for the cost thereof within thirty (30) days after receipt from MPT of written demand for such payment, with interest thereon computed at the Overdue Rate from the date of demand to the date of payment. In the event the Developer and First Choice Parties fail to reimburse MPT for such cost and interest within such thirty (30) day period, such failure shall constitute an Event of Default and MPT shall be entitled to pursue any remedies available against the Developer and the First Choice Parties provided herein or at law or in equity.

(i) Limitation of Developer’s and First Choice Parties’ Authority. Except as specifically approved in writing by MPT, or as expressly set forth herein, neither the Developer nor either First Choice Party shall have authority to bind MPT in any matters regarding the Project. The Developer’s and the First Choice Parties’ actual authority hereunder is limited by this Agreement. Neither the Developer nor the First Choice Parties shall undertake or permit any development of or construction on the Property or Improvements, engage the services of any contractor, architect, engineer, consultant or other third party, engage a vendor or supplier, expend any funds or incur any debt in connection with the development and construction of the Project or the performance of any other obligation under this Agreement or in connection with the Project, unless either (i) the action shall have been expressly authorized in this Agreement and can be completed within the limits of the Development Budget and the time periods set by the Development Schedule, or (ii) the action is approved by MPT in writing prior to taking such action; provided, however, the foregoing shall not apply to the Architect Agreement entered into by First Choice prior to the date hereof that is substantially in accordance with a form approved

by MPT (as such form may have been modified as reasonably directed by MPT) and subject to the Assignment of Third Party Agreements.

(j) Force Majeure. The Project Completion Date shall be extended by any enforced delay due to an unforeseeable cause beyond the Developer’s or First Choice Parties’ control and without either the Developer’s or any First Choice Party’s fault or negligence, including, but not limited to, weather-related acts of God, strikes, lockouts or other industrial disturbances, acts of public enemies, war, blockades, riots, earthquakes, fires, storms, floods, civil disturbances and unusually severe weather conditions not reasonably anticipatable (collectively the “Force Majeure Events”); provided, however, that such excused delay by any of the Force Majeure Events shall be deemed to exist only so long as the Developer or the First Choice Parties promptly and specifically notify MPT in writing of such delay and exercise due diligence to remove or overcome such delay; and, provided further that such Force Majeure Events shall not excuse, defer or delay any obligation of the Developer or any First Choice Party involving the payment of money.

(k) Letter of Credit.

(i) Subject to the terms of this subsection (i) and subsection (ii) below, contemporaneously with the Initial Funding and as security for the Letter of Credit Obligations, the First Choice Parties shall obtain and deliver to MPT an irrevocable letter of credit at a financial institution reasonably acceptable to MPT naming MPT as beneficiary thereunder (the “Letter of Credit”), which Letter of Credit shall be upon such other terms, conditions and provisions acceptable to MPT (including, without limitation, an “evergreen” provision requiring no less than sixty (60) days’ prior written notice to MPT of any failure or refusal to renew such Letter of Credit). Subject to the proviso below and the increases provided for in this subsection (i), the Letter of Credit shall be in an amount equal to the maximum amount permitted without violating the Guaranty Limitation, based upon the amount of the Total Development Costs incurred through the applicable Funding date, which in no event shall exceed an amount equal to Fifty Percent (50%) of one (1) year’s Base Rent (as defined under the Master Lease) relating to the Facility; provided, however, that delivery of the Letter of Credit shall not be required until the First Choice Parties can deliver a Letter of Credit in a minimum amount of Seventy-Five Thousand Dollars ($75,000) without violating the Guaranty Limitation. Following initial delivery of the Letter of Credit to MPT, on each subsequent Funding date the First Choice Parties shall deliver to MPT a replacement letter of credit, or an amendment to the Letter of Credit, reflecting an increase in the Letter of Credit amount calculated as provided herein above; provided, further, that the First Choice Parties will not be required to replace the Letter of Credit or provide an amendment to increase the amount of the Letter of Credit pursuant to this sentence (A) more frequently than once every thirty (30) days, or (B) if the Letter of Credit amount would be increased by less than Twenty-Five Thousand Dollars ($25,000). The Letter of Credit, or any replacement letter of credit, shall provide that MPT shall be entitled to draw upon such Letter of Credit upon the occurrence of an Event of Default. In the event MPT receives a notice of termination or nonrenewal of the Letter of Credit or any replacement letter of credit, First Choice Parties shall provide a replacement letter of credit no later than thirty (30) days prior to the expiration or termination of such Letter of Credit or replacement letter of credit, the terms of which shall be consistent with the requirements of this Section 3.1l(k). The First Choice Parties

shall maintain a letter of credit conforming to the requirements of this Section 3.11(k) until the date of Completion or as otherwise required under Master Lease.

(ii) The First Choice Parties may, at their option, satisfy the Letter of Credit requirements under this Agreement by providing one (1) letter of credit satisfying the letter of credit requirements of this Agreement, as well as the letter of credit requirements under the other Project Development Agreements (as defined in the Master Lease) entered into by their Affiliates.

3.12 Other Acts. Upon MPT’s request, each of the Developer and the First Choice Parties shall execute and deliver to MPT all other documents and perform all other acts which MPT reasonably deems necessary in connection herewith.

ARTICLE IV

GENERAL DUTIES OF DEVELOPER, FIRST CHOICE PARTIES AND MPT

(a) Each of the Developer and the First Choice Parties shall diligently, in good faith and with due care, (i) consult with MPT in performing its obligations in accordance with the terms and conditions of this Agreement, and (ii) respond promptly to any request made by MPT or its representatives regarding the Project.

(b) MPT shall diligently, in good faith and with due care, (i) respond promptly to any request by the Developer for consents and approvals as required hereunder and (ii) cooperate with the Developer and the First Choice Parties in the performance of their respective duties under this Agreement.

(c) Each of the Developer and the First Choice Parties shall perform their respective obligations under this Agreement in accordance and in compliance with all applicable laws, rules, regulations, statutes and ordinances of all governmental authorities.

ARTICLE V

DISBURSEMENTS

5.01 Disbursement Procedure. Subject to the conditions set forth in this Article V, MPT agrees to disburse in the manner set forth herein the Total Development Costs relating to the acquisition of the Property and the construction of the Improvements as set forth in the Development Budget, not to exceed the Total Funding Amount (less the sum of and No/100 Dollars ($ .00), which is the total cost that has been funded contemporaneously herewith (the “Initial Funding”)).

5.02 Documents to be Furnished by First Choice Parties Prior to Each Funding. As a condition precedent to each Funding, after the Initial Funding, the Developer, with the cooperation and assistance of the First Choice Parties, shall furnish or cause to be furnished to MPT each of the following documents in form and substance reasonably satisfactory to MPT at least Ten (10) Business Days prior to the Developer’s desired Funding date:

(a) a Draw Request Summary Form in the form attached hereto as Exhibit K, certified to be true and correct by the Developer, together with a completed standard AIA Form

G702 and Form G703 signed by the General Contractor for such phase of construction, together with sworn statements and conditional waivers of liens signed by the applicable Third Party engaged or to be engaged by MPT with whom the Developer or any First Choice Party shall have any dealings with respect to construction of the Improvements, covering all work, together with such invoices, contracts or other supporting data as MPT or the Title Company may reasonably require to evidence that all costs for which Funding is sought have been incurred;

(b) an Architect Certificate with respect to the work performed through the date of the AIA Form G702 and Form G703 signed by the General Contractor;

(c) unconditional waivers of claims and liens of Third Parties with respect to all prior Fundings, to the extent not previously delivered to MPT;

(d) copies of any final and executed Change Orders not previously furnished to MPT;

(e) copies of all Third Party Agreements executed since the last Funding and any amendments or modifications to any Third Party Agreements;

(f) the Letter of Credit, or a replacement letter of credit or amendment to the Letter of Credit, if and to the extent required under Section 3.11(k);

(g) satisfactory evidence that all government approvals with respect to the applicable stage of construction of the Project, the Property and Improvements, if not previously delivered to MPT, have been obtained (e.g. building permit, grading permit);

(h) a certificate dated the date of delivery of such Funding request signed by the Developer to the effect that (i) the Developer has performed and satisfied in all respects all covenants and conditions required by this Agreement to be performed or satisfied by the Developer as of the date thereof, and (ii) there exists no default or Event of Default by the Developer hereunder and there exists no default or event of default under any Third Party Agreement, and no event has occurred which with notice or the passage of time or both would constitute such a default or Event of Default;

(i) a certificate dated the date of delivery of such Funding request signed by the First Choice Parties to the effect that (i) each of the First Choice Parties have performed and satisfied in all respects all covenants and conditions required by this Agreement to be performed or satisfied by the First Choice Parties as of the date thereof, and (ii) there exists no default or Event of Default by any First Choice Party hereunder or under any other Transaction Document and no event has occurred which with notice or the passage of time or both would constitute such a default, Event of Default or event of default;

(j) if not previously delivered to MPT, original executed consents, approvals and estoppels required under the Recorded Agreements (including, without limitation, consents, approvals and estoppels required by any architectural review committee under the Recorded Agreements), if any; and

(k) such other instruments, documents and information as MPT or the Title Company may reasonably request.

5.03 Review of Disbursement Requests. As a condition precedent to each Funding (after the Initial Funding), the Construction Consultant shall have observed the construction work with respect to the Improvements completed as of the date of any Funding request. The Developer Parties shall contact the Construction Consultant and coordinate delivery of such request for a Funding with a visit by the Construction Consultant in order to allow the Construction Consultant to review the completed construction work for which costs are included in such request for a Funding. The Construction Consultant will review and certify to MPT its opinion of the percentage of completion, compliance with Plans and Specifications and the maximum allowable Funding applicable thereto, which shall be determined in accordance with this Agreement. From and after MPT’s receipt of all documents required by Section 5.02, MPT and its Construction Consultant shall have Ten (10) Business Days to review such materials prior to making the applicable Funding. In the event that MPT fails to make the applicable Funding within said Ten (10) Business Day period, then MPT shall be deemed to have disapproved of such Funding request.

5.04 Funding Amounts and Limitations.

(a) MPT shall not be required to provide funding in excess of the Total Funding Amount for the Project and MPT shall not be responsible for cost overruns.

(b) The maximum amount of proceeds relating to any Funding (except in the case of the Final Funding) will equal (1) non-construction expenses actually incurred within the amounts set forth in the Development Budget (as reallocated from time to time in accordance with subparagraph (c), below), plus (2) the lesser of (i) the actual cost of the completed construction of the Improvements, deposits or purchases for future use, or (ii) MPT-approved scheduled value of each completed portion of the Improvements (as set forth in the Development Budget) (but no Funding shall be provided for cost overruns, duplication or repair of work for which funds were previously disbursed, work that does not conform in all material respects to the Plans and Specifications, work or increased costs pursuant to any Change Order not approved (to the extent MPT’s approval is required) and finalized in accordance with Section 3.08(b) or work that is unsatisfactory in the reasonable opinion of the Construction Consultant or unavailable for review by the Construction Consultant), less: (l) the Retainage and (2) the amounts previously disbursed by MPT.

(c) Any reallocation among line items shown in the Development Budget that (i) exceeds One Hundred Thousand and No/Dollars ($100,000.00), (ii) increases the overall Development Budget, (iii) materially changes the scope of the Project, or (iv) reduces the quality of any materials used in the construction of the Project or reduces the quality of the Improvements, may be made only upon the prior written consent of MPT, which consent may be given or withheld in MPT’s sole discretion. No Funding will be made for deposits or materials stored for future use unless approved by MPT in its reasonable discretion.

(d) Notwithstanding the foregoing, MPT shall not be required to make a Funding more than once each month, and MPT reserves the right to limit the total amount disbursed hereunder at any time to an amount which, when deducted from the Total Funding Amount, leaves a balance to be disbursed equal to or greater than the cost of completion of the Improvements and payment of remaining non-construction expenses (including funding of

reserve funds or deposits if required by this Agreement) plus the Retainage under the Construction Contract for which the conditions for release have not been satisfied, all as reasonably determined by MPT from time to time, and MPT will make such Funding within Ten (10) Business Days after receipt of such request. In addition to MPT’s rights under Section 3.04, prior to the Final Funding, MPT shall be entitled to retain at all times as undisbursed funds an amount sufficient to pay all construction and non-construction costs relating to construction of the Improvements, as reasonably estimated by MPT, including, but not limited to, amounts to become due pursuant to construction contracts, amounts to complete the Improvements but not yet included in any such contract, maintenance bond and completion bond payments, estimated post-closing fees and expenses of MPT and its counsel, estimated permit and license fees, estimated architectural and engineering fees of the Developer, the First Choice Parties and/or the Construction Consultant, and estimated recording and title insurance costs.

(e) In the event MPT, at its option, elects to make one or more Fundings prior to receipt and approval of all items required by this Article V, such election shall not obligate MPT to make any subsequent Funding unless the terms, conditions and provisions set forth herein are met.

(f) No Fundings (other than the Final Funding) shall be made after the Project Completion Date, as may be extended due to Force Majeure Events.

5.05 Final Funding. The Retainage and any other amounts not previously funded shall be disbursed (the “Final Funding”) no later than Ten (10) Business Days after the occurrence of all of the following:

(a) the satisfactory completion (as determined by MPT) of all construction work under the Construction Contract;

(b) MPT’s receipt of the final Architect Certificate, which Architect Certificate shall be in form and substance satisfactory to MPT in its reasonable discretion and shall include the written approval of the Construction Consultant noted thereon, together with copies of all lien and claim waivers, affidavits, warranties, guaranties, assignments and subordinations received by the Architect and the General Contractor in accordance with the Third Party Agreements;

(d) MPT’s receipt of either tract book searches or other evidence of title (“Title Evidence”) or if available for a cost that MPT and First Choice agree is reasonable and appropriate, a final date-down endorsement (the “Final Endorsement”) to MPT’s title insurance policy issued in connection with its acquisition of the Property (the “Title Policy”) (the cost of either of which shall be added to the Development Budget), bringing the effective date current, (i) which Title Evidence or Final Endorsement, as applicable, shall confirm that (A) there has been no change in the status of the title to the Property or the Improvements, (B) there has been no creation of any new encumbrance or lien on the Property, the Improvements or the proceeds of any Funding (including the Final Funding), and (C) upon delivery of the Final Funding the Property and the Improvements will be free of all mechanic’s and materialmen’s liens and other liens and encumbrances, (ii) which Final Endorsement, if applicable, shall add an ALTA 3.1

zoning endorsement and comprehensive endorsement (if not yet a part of the Title Policy) and such other additional endorsements reasonably required by MPT, all to the extent available in the state where the Property is located, and (iii) which Final Endorsement, if applicable, if the amount of the Title Policy is less than the actual Total Funding Amount, shall increase the coverage thereof by an amount equal to the total amount funded to the Developer under this Agreement;

(e) MPT’s receipt of an “as built” ALTA survey (or TLTA as applicable) prepared by an engineer or surveyor licensed in the State where the Property is located in form and content reasonably acceptable to MPT, certified to ALTA standards (or TLTA as applicable), and certifying that the Completed Improvements, among other things, do not encroach upon any contiguous properties;

(f) the completion of all Punch List items to MPT’s and the Construction Consultant’s satisfaction; and

(g) a replacement letter of credit or amendment to the Letter of Credit to the extent required under Section 3.11(k);

(h) without duplicating the conditions set forth in this Section 5.06, MPT’s satisfaction that the other requirements of Section 5.02 have been met.

5.06 Direct Funding. The parties acknowledge and agree that regardless of whether the Developer and the First Choice Parties have submitted a request therefor, MPT shall have the option, upon giving notice to the Developer and the First Choice Parties, to make Fundings directly to the General Contractor and other payees under the Third Party Agreements and all such Fundings shall be deemed Fundings to the Developer and the First Choice Parties hereunder and shall be subject to the terms hereof to the same extent as if they were made directly to the Developer and the First Choice Parties. Notwithstanding the foregoing, if the Developer notifies MPT of a payment dispute with any such payee, MPT shall not make a Funding to such payee until notified by the Developer that such dispute has been resolved, unless MPT determines that withholding such funding will be detrimental to the Project.

ARTICLE VI

EVENTS OF DEFAULT; REMEDIES

6.01 Events of Default by Developer or First Choice Parties. The occurrence of any of the events listed in this Section 6.01 shall constitute an “Event of Default” under this Agreement by the Developer and/or First Choice Parties, as applicable:

(a) the failure by the Developer or either First Choice Party to perform any term, condition or covenant of this Agreement which is to be performed by it, which failure is not cured within any applicable notice or cure period, and if no notice or cure period shall apply, within thirty (30) days after demand by MPT, provided, however, that if the Developer or the applicable First Choice Party has commenced cure within such applicable thirty (30)-day period and is diligently pursuing cure in MPT’s reasonable determination, the cure period will be automatically extended for up to an additional thirty (30) days or such longer period if not capable of being cured with that time frame;

(b) any Event of Default described in Section 3.11(h);

(c) assignment or attempted assignment by the Developer or either First Choice Party of this Agreement, any rights hereunder, or any advance to be made hereunder, or the conveyance, lease, mortgage, or any other alienation or encumbrance of their respective interests (if any) in the Property or Improvements or any interest therein without the prior written consent of MPT, except as otherwise expressly permitted in the Transaction Documents;

(d) the filing by the Developer or any First Choice Party of a voluntary petition in bankruptcy or the Developer’s or any such First Choice Party’s adjudication as a bankrupt or insolvent, or the filing by the Developer or any such First Choice Party of any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, or the Developer’s or any such First Choice Party’s seeking or consenting to or acquiescence in the appointment of any trustee, receiver or liquidator of the Developer or any such First Choice Party (as applicable) or of all or any substantial part its respective property or of any or all of the rents, revenues, issues, earnings, profits or income thereof, or the making of any general assignment for the benefit of creditors or the admission in writing by the Developer or any such First Choice Party of its inability to pay its debts generally as they become due;

(e) the entry by a court of competent jurisdiction of an order, judgment, or decree approving a petition filed against the Developer or any First Choice Party seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency, or other relief for debtors, which order, judgment or decree remains unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or the appointment of any trustee, receiver or liquidator of the Developer or any such First Choice Party, or of all or any substantial part of their respective property or of any or all of the rents, revenues, issues, earnings, profits or income thereof which appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive);

(f) the institution of a foreclosure action against the Property or Improvements or any part thereof under on any mortgage, deed of trust or lien created by the Developer or any First Choice Party, or the filing of a lien against the Property or Improvements or any part thereof as the result of the actions of the Developer or any First Choice Party, which is not removed of record or dismissed within ninety (90) days after the Developer or such First Choice Party receives notice of such filing, unless the Developer and such First Choice Parties have made arrangements satisfactory to MPT in its sole discretion with respect to such lien pursuant to Section 3.03(c) and no foreclosure or other possessory action against the Property or Improvements has been commenced;

(g) failure by the Developer to cause commencement of the construction of the Project on the “Project Start Date” as defined in the Development Schedule, subject to Force Majeure Events;

(h) failure by the Developer to cause Completion of the construction of the Improvements on or before the Project Completion Date, subject to Force Majeure Events;

(i) the cessation of work on the construction of the Improvements for any period of fifteen (15) consecutive days, subject to Force Majeure Events; or

(j) failure by the First Choice Parties to obtain or maintain the Letter of Credit as required by Section 3.11(k) or failure to provide MPT with a replacement letter of credit as and when required under this Agreement; or

(k) an Event of Default or any default by any First Choice Party or their respective Affiliates shall occur under any of the other Transaction Documents or any of the Third Party Agreements.

Nothing herein shall require notice except as expressly set forth herein or in the other Transaction Documents. Notwithstanding the foregoing, no notice shall be required if a party is prevented from giving notice by bankruptcy or other applicable law, and the cure period, if any, shall commence with the date of such event rather than from the date of notice. Notwithstanding the foregoing, in the event of an Event of Default caused solely by Developer (other than pursuant to subsections (g) and (h) above), First Choice shall have the right to cure the Event of Default within thirty (30) days after the occurrence thereof by engaging another developer acceptable to MPT that will enter into an agreement acceptable to MPT to complete the remaining obligations of Developer hereunder.

6.02 Events of Default by MPT. The failure by MPT to perform any term, condition or covenant of this Agreement, which failure is not cured within any applicable notice or cure period, and if no notice or cure period shall apply, within thirty (30) days after demand by the Developer or any First Choice Party, shall constitute an “Event of Default” under this Agreement by MPT.

6.03 Remedies of MPT. Upon an Event of Default by the Developer or any First Choice Party hereunder, and following the expiration of any applicable notice or cure period, MPT may if it so elects, without any notice or demand to the Developer or the First Choice Parties (or to any other Person) whatsoever (which notice or demand is expressly waived, except to the extent otherwise specifically provided herein or in the other Transaction Documents), exercise any or all (or none) of the following rights and remedies (all of which rights and remedies shall be cumulative) as MPT, in its sole discretion, may deem necessary or appropriate:

(a) terminate this Agreement (which shall be in addition to any other termination rights granted elsewhere in this Agreement);

(b) exercise all or any of its rights or remedies granted herein or in any of the other Transaction Documents (including, but not limited to, the right to set off any or all of the obligations of the Developer and/or any First Choice Party against any or all of the property of the Developer or such First Choice Party), or such other rights and remedies which are available at law or in equity;

(c) enter upon and take possession of the Property, together with the Improvements in the course of construction and all materials, supplies and construction facilities located thereon, and proceed either in MPT’s name, or in the name of any of the Developer or the First Choice Parties (as applicable) as the attorney-in-fact of the Developer or such First Choice Parties (which authority is coupled with an interest and is irrevocable by the Developer and the First Choice Parties), as MPT shall elect, to complete the Project. If not assigned to MPT simultaneously with the execution of this Agreement, if requested by MPT, the Developer or the First Choice Parties (as applicable) shall immediately assign to MPT, in writing, their rights under any Third Party Agreement with any Third Party; provided, however, that MPT shall have no obligation to accept any such assignment or to assume any of the Developer’s or the First Choice Parties’ obligations under any such Third Party Agreements. If MPT elects to complete or cause the Project to be completed, they may do so according to the terms of the Third Party Agreements (including the Plans and Specifications) or according to such changes, alterations or modifications in and to the Third Party Agreements and the Plans and Specifications as MPT shall deem advisable. The Developer and First Choice Parties shall be jointly and severally liable for and shall reimburse to MPT, upon demand, all costs and expenses incurred by MPT or its representatives in connection with completion of the Project and the exercise of the foregoing rights, including, without limitation, reasonable attorneys’ fees and expenses in an amount by which such costs and expenses incurred by MPT in connection with the foregoing exceed the Total Funding Amount (and subject to the Guaranty Limitation with respect to the First Choice Parties). Any amounts which shall not be reimbursed to MPT within five (5) days after demand shall bear interest thereon at the Overdue Rate;

(d) exercise all or any of its rights or remedies granted in the Master Lease;

(e) decline to make additional Fundings to or for the benefit of the Developer, the First Choice Parties or any other Person;

(f) solely in connection with an Event of Default under Section 6.01(g) above, if such failure to commence construction of the Improvements by the “Project Start Date” shall continue beyond thirty (30) days after such date, subject to any Force Majeure Events, then MPT may charge the Developer and the First Choice Parties, jointly and severally (but subject to the Guaranty Limitation with respect to the First Choice Parties) a late delivery fee in the amount of One Thousand and No/100 Dollars ($1,000.00) per day for each day after the expiration of said thirty (30) day period until commencement of construction occurs; and

(g) solely in connection with an Event of Default under Section 6.01(h) above, if such failure to Complete the Improvements shall continue beyond thirty (30) days after the Project Completion Date, subject to any Force Majeure Events, then MPT may charge the Developer and the First Choice Parties, jointly and severally (but subject to the Guaranty Limitation with respect to the First Choice Parties) a late delivery fee in the amount of Three Thousand and No/100 Dollars ($3,000.00) per day for each day after the expiration of said thirty (30) day period until Completion of the Improvements, which late delivery fee shall be deducted from the Final Funding under Section 5.05.

6.04 Remedies of Developer; First Choice Parties. Upon an Event of Default by MPT, and following the expiration of any applicable notice or cure period, the Developer and the First

Choice Parties may, without any notice or demand to MPT (or to any other Person) whatsoever (which notice or demand is expressly waived, except to the extent otherwise specifically provided herein or in the other Transaction Documents), exercise any or all remedies at law or in equity (all of which rights and remedies shall be cumulative) as the Developer and the First Choice Parties may deem necessary or appropriate.

6.05 Failure to Exercise Remedies. Neither failure nor delay on the part MPT, the Developer, or the First Choice Parties to exercise any right, remedy, power or privilege hereunder or under any Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder or under any Transaction Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The acceptance by MPT of any partial payments under the Transaction Documents made by or on behalf of the Developer or the First Choice Parties after the occurrence of an Event of Default hereunder or under any Transaction Document shall not be deemed a waiver or cure by MPT of said Event of Default unless expressly agreed in writing by MPT.

ARTICLE VII

DEVELOPER FEE

Subject to the terms and conditions of this Agreement, MPT shall pay to the Developer a fee in the amount of One Hundred Fifty Thousand and No/Dollars ($150,000.00) (the “Developer Fee”), so long as (a) the Project is proceeding in accordance with the terms, provisions and conditions of this Agreement, within the Development Budget and in accordance with the Development Schedule; (b) there shall not have occurred an Event of Default and no event has occurred which with the giving of notice or the passage of time or both would constitute such an Event of Default; and (c) the terms and conditions for funding set forth in Article V have been satisfied. Subject to the Developer’s continuing satisfaction of the foregoing, the Developer Fee shall be earned and paid to the Developer as follows: (a) on the date of MPT’s acquisition of the Property, an amount equal to Thirty-Three Percent (33%) of the Developer Fee; (ii) upon the completion of fifty percent (50%) of the construction of the Improvements, as certified by the Construction Consultant, an amount equal to Thirty-Three Percent (33%) of the Developer Fee; and (iii) on the date that the Lessee opens for business at the Facility, the remaining Thirty-Three Percent (33%) of the Developer Fee. MPT, the First Choice Parties and the Developer agree that the Developer Fee shall be included in the Development Budget.

ARTICLE VIII

MISCELLANEOUS

8.01 Conflict of Transaction Documents. In the event of a conflict between any of the provisions any other Transaction Document with this Agreement, with respect to the subject matter hereof and such subject matter only, the provisions of this Agreement shall control.

8.02 Notice. All notices, demands, consents, approvals, requests and other communications under this Agreement shall be in writing and shall be (a) delivered in person, (b) sent by certified mail, return receipt requested, (c) delivered by a recognized delivery service, or (d) sent by facsimile transmission and addressed as follows:

If to Developer:

	Attention:
	Telephone:
	Facsimile:

With a copy to:

	Attention:
	Telephone:
	Facsimile:

If to First Choice Parties:	c/o First Choice ER, LLC
	2491 S. Lake Vista, Suite 200
	Lewisville, Texas 75067
	Attention: Chief Development Officer
	Telephone:	(972) 899-6666
	Facsimile:	(972) 899-6664

With a copy to:	c/o First Choice ER, LLC
	2491 S. Lake Vista, Suite 200
	Lewisville, Texas 75067
	Attention: Legal Department
	Telephone:	(972) 899-6666
	Facsimile:	(972) 899-6664

With a copy to:	DLA Piper LLP (US)
	203 North LaSalle Street, Suite 1900
	Chicago, Illinois 60601-1293
	Attention: Merle Teitelbaum Cowin, Esq.
	Telephone:	(312) 368-4089
	Facsimile:	(312) 630-7419

If to MPT:	c/o MPT Operating Partnership, L.P.
	1000 Urban Center Drive, Suite 501
	Birmingham, AL 35242
	Attention:	Legal Department
	Telephone:	(205) 969-3755
	Facsimile:	(205) 969-3756

With a copy to:	Baker, Donelson, Bearman, Caldwell &
	Berkowitz, PC
	420 20th Street North, Suite 1400
	Birmingham, Alabama 35203
	Attention:	Thomas O. Kolb, Esq.
	Telephone:	(205) 250-8321
	Facsimile:	(205) 488-3721

8.03 Entire Agreement; Modification. This Agreement, including the Exhibits and Schedules attached hereto, the Transaction Documents and other written agreements and instruments executed and delivered in connection herewith by the parties, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. This Agreement supersedes any prior oral or written agreements between the parties with respect to the subject matter of this Agreement. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants, and conditions set forth in this Agreement, and that no modification of this Agreement and no waiver of any of its terms and conditions shall be effective unless it is made in writing and duly executed by the parties.

8.04 Severability. Inapplicability or unenforceability of any provisions of this Agreement shall not limit or impair the operation or validity of any other provision of this Agreement.

8.05 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Executed signature pages to this Agreement may be delivered by facsimile transmission or e-mail and any such signature page shall be deemed an original.

8.06 Assignment. Except as expressly permitted herein, this Agreement is not assignable by any party without the prior written consent of the other parties. Notwithstanding the foregoing, MPT may at any time and without the consent of the Developer or any First Choice Party assign all of its rights and obligations hereunder to any Person other than any Person whose primary business is the provision of physician-staffed emergency room or urgent care medical services (a “Non-Permissible Assignee”); provided, however, that (a) no such assignment shall relieve or release MPT from its obligations hereunder, and (b) if there shall exist an Event of Default (under and as defined in the Master Lease), MPT may assign all of its rights and obligations to

any Person, including, without limitation, a Non-Permissible Assignee. Notwithstanding the foregoing, so long as no Event of Default then exists under this Agreement, the First Choice Parties may, at any time and without the consent of MPT, assign all or any portion of their respective rights and obligations hereunder to any Person in connection with (i) a Permitted Sale Transaction (as defined in the Master Lease), or (ii) any other transfer (be it by merger, consolidation, sale, assignments or otherwise) of all or substantially all of the assets of First Choice, so long as following the consummation of such transfer, the assignee of First Choice is in pro forma compliance with the covenants set forth in Section 16.1(1) of the Master Lease.

8.07 No Agency Relationship. The parties acknowledge and agree that, except as expressly provided herein, nothing contained herein shall be construed to create a relationship between MPT and the Developer or the First Choice Parties, or between MPT and the General Contractor or any Third Party, of employment, partnership, joint venture, or any other joint undertaking, and MPT shall not be liable to the General Contractor or any Third Party for debts or claims accruing to such parties against the Developer or any First Choice Party; it being understood and agreed that the relationship among the various parties is that of an independent contractor.

8.08 Binding Effect. This Agreement shall bind and inure to the benefit of the parties and their successors and assigns; provided, however, that this Agreement shall not inure to the benefit of any assignee pursuant to an assignment which violates the terms of this Agreement.

8.09 Joint Drafting. The parties hereto and their respective counsel have participated in the drafting and redrafting of this Agreement and the general rules of construction which would construe any provisions of this Agreement in favor of or to the advantage of one party as opposed to the other as a result of one party drafting this Agreement as opposed to the other or in resolving any conflict or ambiguity in favor of one party as opposed to the other on the basis of which party drafted this Agreement are hereby expressly waived by all parties to this Agreement.

8.10 Indemnification by Developer and First Choice Parties.

(a) Subject to the limitations with respect to the First Choice Parties as set forth in Section 8.10(b) hereof, the Developer and the First Choice Parties jointly and severally agree to indemnify, defend and hold harmless MPT and its Affiliates, and their respective officers, managers, members, (general and limited) partners, shareholders, employees, agents and representatives (collectively, the “MPT Indemnified Parties”) from and against all demands, claims, actions, losses, damages, liabilities, penalties, taxes, costs and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, settlement costs, arbitration costs and any reasonable other expenses for investigating or defending any action or threatened action) asserted against or incurred by the MPT Indemnified Parties or any of them arising out of or in connection with or resulting from (i) any breach of, misrepresentation associated with or failure to perform under any covenant, representation, warranty or agreement under this Agreement or the other agreements contemplated hereby or thereby on the part of the Developer or any of the First Choice Parties; (ii) any act or omission of the Developer or any of the First Choice Parties, any Third Party or other contractor, subcontractor, architect, engineer, material supplier, vendor or other Person with respect to the Project; (iii) any claim or cause of action of any kind by any Third Party or other contractor, subcontractor, architect, engineer, material supplier or vendor with respect to the Project (except as otherwise expressly provided herein); (iv) any claim or

cause of action of any kind by any Person which would have the effect of denying MPT the full benefit or protection of any provision of any Transaction Document; or (v) any costs incurred by MPT that are not reimbursed to MPT by the General Contractor for any damages or claims suffered by MPT arising or resulting from the Construction Contract; provided, however, that the foregoing indemnity shall not apply to any matter caused by the gross negligence or willful misconduct of MPT or any Affiliate thereof.

(b) Notwithstanding the joint and several nature of the obligations set forth in Section 8.10(a) hereof, (i) the obligations of the First Choice Parties (but not the Developer) for indemnification shall not in the aggregate exceed the Guaranty Limitation (except as otherwise expressly provided in the Guaranty), and (ii) the obligation of First Choice under Section 8.10(a) in respect of the Master Lease shall exclude any demands, claims, actions, losses, damages, liabilities, penalties, taxes, costs and expenses arising under the Master Lease, all of which must be pursued against First Choice (if at all) pursuant to the terms of the Master Lease and the Guaranty (as defined in the Master Lease).

8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.

8.12 JURISDICTION AND VENUE. THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THE STATE OF ALABAMA AND AGREE THAT ANY ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT WILL BE BROUGHT AND TRIED EXCLUSIVELY IN THE STATE OR FEDERAL COURTS OF ALABAMA. EACH OF THE PARTIES (I) IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND (II) EXPRESSLY ACKNOWLEDGES THAT ALABAMA IS A FAIR, JUST AND REASONABLE FORUM AND AGREES NOT TO SEEK REMOVAL OR TRANSFER OF ANY ACTION FILED IN SAID COURTS. FURTHER, THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY CLAIM THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY CERTIFIED MAIL ADDRESSED TO A PARTY AT THE ADDRESS SET FORTH IN SECTION 8.02 WILL BE EFFECTIVE SERVICE OF PROCESS AGAINST SUCH PARTY FOR ANY ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT MAY BE ENFORCED IN ANY OTHER COURT TO WHOSE JURISDICTION ANY OF THE PARTIES IS OR MAY BE SUBJECT.

8.13 WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY PARTY OR ANY EXERCISE OF ANY PARTY OF THEIR RESPECTIVE RIGHTS HEREUNDER OR IN ANY WAY RELATING

TO THIS AGREEMENT OR THE ASSETS (INCLUDING ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

8.14 Professional Fees. If either MPT, the Developer, or any First Choice Party should bring suit against any of the other parties with respect to this Agreement, then all costs and expenses (including, without limitation, actual appraisers’, accountants’, attorneys’ and other professional fees and court costs) incurred by the prevailing party therein, as determined by the judge of the court and not by the jury, shall be paid by the other parties. Notwithstanding the foregoing, nothing shall limit or impede MPT from recovering costs, fees and expenses as provided elsewhere in this Agreement, including, without limitation, pursuant to the provisions of Sections 3.04, 3.11(h), 6.03(g) and 8.15.

8.15 Expenses. The Developer and the First Choice Parties are jointly and severally responsible for, and shall pay or reimburse to MPT upon demand, all reasonable expenses (including but not limited to legal, accounting, brokerage and other fees and expenses) which may be incurred by MPT with respect to this Agreement, the administration of this Agreement and the transactions contemplated hereby. All such costs and expenses (together with the Transaction Expenses and the Developer Fee) shall be included within the Development Budget; provided, that the same shall remain subject to the Total Funding Amount limitation, it being further understood and agreed that to the extent that such limitation is exceeded, the Developer and the First Choice Parties (subject to the Guaranty Limitation with respect to the First Choice Parties) shall be jointly and severally responsible for, and shall promptly pay or reimburse to MPT upon demand for, any such excess (including, without limitation, any such excess resulting from the costs and expenses described herein).

8.16 Joint and Several Obligations. The Developer and the First Choice Parties shall be jointly and severally liable for all of their respective liabilities and obligations under this Agreement to the extent each is otherwise liable therefor; provided, however, that the First Choice Parties shall be subject to the Guaranty Limitation. Additionally, the Developer and each First Choice Party acknowledges and agrees that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in this Agreement that they each have made shall be applicable to and shall be binding upon and enforceable against any one or more or all of the Developer and the First Choice Parties.

8.17 Cooperation and Assistance by the First Choice Parties. From the date hereof until the Completion, in addition to their own respective duties set forth elsewhere in this Agreement, the First Choice Parties shall assist and cooperate with the Developer in the performance of the Developer’s services hereunder, including, without limitation, (a) services relating to the design, permitting, construction and development of the Project, (b) providing MPT updates on the progress of the Project, (c) using all commercially reasonable efforts to obtain or assist Developer in obtaining all authorizations, consents, orders and approvals of all Governmental Bodies (as defined in the Master Funding and Development Agreement) and officials that are required by the Recorded Agreements or that otherwise may be or become necessary for its execution and delivery of, and the performance of the Developer’s obligations hereunder, and (d) generally coordinating with the Developer regarding the Completion of the Improvements no

later than the Project Completion Date, time being of the essence (subject to Force Majeure Events), and in accordance with the terms of this Agreement, the Plans and Specifications, the Development Budget and the Development Schedule.

8.18 Limitation of Certain Obligations of the First Choice Parties. Notwithstanding any term or provision hereof to the contrary, all monetary obligations of the First Choice Parties under this Agreement, whether relating to cost overruns, reimbursements, indemnity claims or otherwise, shall be subject to the Guaranty Limitation.

8.19 Notifications and Deliveries to MPT. It is understood and agreed by Developer and the First Choice Parties that delivery at any time of any working drawings, plans and specifications, draw requests, Proposed Change Orders, Third Party Agreements, instruments, insurance certificates, approval requests or any other documents, notices or other items to the Construction Consultant, whether delivered by Developer, any First Choice Party, the Architect or the General Contractor, shall not constitute or be deemed to constitute delivery of the same to MPT.

8.20 Right to Specific Performance. Each of the parties hereto agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur if a party breaches its obligations under this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated herein). Accordingly, each party acknowledges and agrees that the other parties shall be entitled to an injunction, specific performance and other equitable relief to prevent any such breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity (including the recovery of damages from the other party), without proving actual damages or posting any bond or other security in connection with any such order or injunction. Each party agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.

8.21 Survival. Notwithstanding any provision of this Agreement to the contrary, the parties acknowledge and agree that, all claims against, and liabilities of, the Developer, the First Choice Parties, or MPT which relate to acts or omissions prior to the date of expiration or termination of this Agreement, and the covenants and obligations under this Agreement which expressly relate to periods after the expiration or earlier termination of this Agreement, including, without limitation, all indemnification obligations and those covenants and obligations described in Sections 3.04, 3.08(b), 5.04(a), 8.10, 8.14 and 8.15 shall survive such expiration or earlier termination.

8.22 No Third Party Beneficiaries. Neither this Agreement nor any other agreement contemplated in this Agreement shall be deemed to confer upon any Person not a party to this Agreement any rights or remedies contained in this Agreement.

[Signatures appear on following page.]

IN WITNESS WHEREOF, the Developer, the First Choice Parties and MPT have caused this Agreement to be executed as of the date first set forth above.

	MPT:

	MPT OF , LLC


	By:
		Its: Sole Member

	By:
	Name:
	Title:

Signature Page 1 of 3

Project Funding and Development Agreement

	FIRST CHOICE PARTIES:

	FIRST CHOICE ER, LLC


	By:
		Name:
		Title:


	[Insert First Choice Lessee]


	By:
		Name:
		Title:

Signature Page 2 of 3

Project Funding and Development Agreement

	DEVELOPER:

	[TO BE DETERMINED]


	By:
		Name:
		Title:

Signature Page 3 of 3

Project Funding and Development Agreement

EXHIBIT A

Description of Property

A-1

EXHIBIT B

Development Budget

(See Attached)

B-1

EXHIBIT C

Development Schedule

(See Attached)

C-1

EXHIBIT D

Site Plan

(See attached)

D-1

EXHIBIT E

Assignment of Third Party Agreements

E-1

EXHIBIT F

Recorded Agreements

F-1

EXHIBIT G

Draw Request Summary Form

(See Attached)

SCHEDULE 2.2(a)

INITIAL TARGET PROPERTY NOTICE

Information and materials for each Initial Target Property Notice shall include:

(1) Written notice to MPT identifying the Target Property.

(2) A fully-executed non-binding Letter of Intent or Real Estate Contract between FirstChoice Buyer and the applicable Unrelated Seller.

(3) Market-Demand study

(4) Executive Summary to include rationale for site selection, description of area, and planned building size and configuration.

(5) A copy of any development agreement relating to the location and selection of the Target Property.

2.2(a)-1

SCHEDULE 2.2(b)

FINAL APPROVAL INFORMATION

(1) Executive Summary describing the project in reasonable detail.

(2) A detailed construction budget including both hard and soft costs.

(3) If not previously delivered, a full and complete copy of the Real Estate Contract between FirstChoice Buyer and the applicable Unrelated Seller.

(4) Copies of all materials delivered by the Unrelated Seller to FirstChoice Buyer as required under the Real Estate Contract.

(5) An ALTA Survey in form and substance acceptable to MPT in its reasonable discretion.

(6) A Title Commitment for the issuance of an ALTA 2006 Owner’s Policy of Title Insurance in form and substance satisfactory to MPT issued by a title insurance company acceptable to MPT and qualified to insure titles in the state where the applicable Real Property is located.

(7) All third party reports (and/or reliance letters) relating to the applicable Real Property, including, without limitation, a seismic report and environmental report, along with MPT Reliance letters if not included in the third party reports.

(8) Sets of site plans and specifications.

(9) Utility letters.

(10) Zoning approvals.

(11) Storm water discharge permit.

(12) If applicable, a wetlands report and permit.

(13) Flood zone certification.

(14) If included in environmental report, a pest report in a form acceptable to MPT, showing the property to be free of termites and other destructive insects, dry rot, fungus, or other destructive agency infestation.

(15) Appraisal of the real property and any improvements, along with copies of any prior appraisals.

(16) Property tax statements and assessment notices for current and two prior years.

(17) Building permit.

(18) Architect’s Agreement.

2.2(b)-1

(19) To the extent available, a list of all subcontractors including license number, address, contract name, telephone number, general statement of the nature of work to be done, and the approximate dollar amount of the contract.

(20) To the extent available, copies of all permits, licenses, certificates of need, if applicable, or other governmental authorizations required in connection with the operation of the property.

2.2(b)-2

SCHEDULE 4.1(A)

OWNERSHIP OF FIRSTCHOICE AND OTHER EXISTING FIRSTCHOICE PARTIES

1. First Choice ER, LLC:

A. Preferred Ownership:

a. First Choice AIV Holding LLC (a Delaware LLC) = 98.1 % of Class A Preferred Units

b. Thomas Hall = .9% of Class A Preferred Units

c. Stephen Farber = .4% of Class A Preferred Units

d. Ron Taylor = .4% of Class A Preferred Units

e. Jeff Vender = .2% of Class A Preferred Units

f. Richard Covert = 50% of Class B Preferred Units

g. Jacob Novak = 50% of Class B Preferred Units

B. Common Ownership:

a. Class A Preferred Units = 66.4% of Fully Diluted Ownership

b. Class B Preferred Units = 21.6% of Fully Diluted Ownership

c. Incentive Units = 12% of Fully Diluted Ownership

2. OpFree RE Investments, Ltd.:

First Choice ER, LLC = 99%

ECC Management, LLC = 1%

3. ECC Management, LLC:

First Choice ER, LLC = 100%

SCHEDULE 4.1(B)

SUBSIDIARIES

1. AJNH Medical Center LLC (a Texas limited liability company);

2. Arvada Ralston Medical Center LLC (a Texas limited liability company);

3. Basswood Medical Center LLC (a Texas limited liability company);

4. Center Street DP Medical Center LLC (a Texas limited liability company);

5. Colleyville Medical Center LLC (a Texas limited liability company);

6. Copperwood Medical Center LLC (a Texas limited liability company);

7. Eagles Nest Medical Center LLC (a Texas limited liability company);

8. ECC Management, LLC (a Texas limited liability company);

9. FCER Management, LLC (a Texas limited liability company);

10. Flower Mound ERCare Facility LLC (a Texas limited liability company);

11. Flower Mound ERCare General Partner, LLC (a Texas limited liability company);

12. FM Crossing Medical Center LLC (a Texas limited liability company);

13. Garland Shiloh Medical Center LLC (a Texas limited liability company);

14. Katy ER Center LLC (a Texas limited liability company);

15. Kingwood Medical Center LLC (a Texas limited liability company);

16. KPTC Medical Center LLC (a Texas limited liability company);

17. Kuykendahl Medical Center LLC (a Texas limited liability company);

18. Lewisville Medical Center LLC (a Texas limited liability company);

19. Little Elm FM 423 Medical Center LLC (a Texas limited liability company);

20. Louetta Medical Center LLC (a Texas limited liability company);

21. Mansfield Walnut Creek Medical Center LLC (a Texas limited liability company);

22. Matlock Medical Center LLC (a Texas limited liability company);

23. Mesquite Town East Medical Center LLC (a Texas limited liability company);

24. Mid-Collin Cty Medical Center LLC (a Texas limited liability company);

25. North Dallas Tollway Medical Center LLC (a Texas limited liability company);

26. North Powers Medical Center LLC (a Texas limited liability company);

27. OpFree, LLC (a Texas limited liability company);

28. OpFree Licensing, Ltd. (a Texas limited partnership);

29. OpFree RE Investments, Ltd. (a Texas limited partnership);

30. Pearland Parkway Medical Ctr LLC (a Texas limited liability company);

31. Pflugerville Medical Center LLC (a Texas limited liability company);

32. Phoenix Mountain Parkway Medical Center LLC

33. Plano ERCare Center LLC (a Texas limited liability company);

34. SSH Medical Center LLC (a Texas limited liability company);

35. Sterling Ridge Medical Center LLC (a Texas limited liability company);

36. WC Medical Center LLC (a Texas limited liability company);

37. WCB Medical Center LLC (a Texas limited liability company);

SCHEDULE 4.4

CONSENTS AND APPROVALS

SCHEDULE 4.5

FINANCIAL STATEMENTS

SEE ATTACHED.

Financial Statements

December 2012 (Submitted January 18, 2013)

CONFIDENTIAL - For INTERNAL purposes only; not for distribution

First Choice Emergency Room

Financial Statements

December 2012 (Submitted January 18, 2013)

As prepared by Company Management

FCER

Summary Profit & Loss Statement

For the 12 months ending December 31, 2012

	Year To Date
	Actual 2012				Reforecast (4/15)				Actual 2011
	Dollars		% of Rev		Dollars		% of Rev		Dollars		% of Rev
REVENUE

Patient Volume	54,301				56,101				48,603

Gross Revenue	$	125,413,265	100.00	%	$	128,680,828	100.00	%	$	78,208,837	100.00	%
Gross Revenue/Patient	2,310				2,294				1,609
Contractual Allowance and Bad Debt	52,889,519		42.17	%	57,675,266		44.82	%	29,989,099		38.34	%

Net Revenue	$	72,523,746	57.83	%	$	71,005,562	55.18	%	$	48,219,738	61.66	%

Net Revenue/Patient	1,336				1,266				992

Facility Labor Costs	$	33,284,281	45.89	%	$	35,655,254	50.21	%	$	20,906,569	43.36	%
Rent	1,297,251		1.79	%	2,190,337		3.08	%	1,039,482		2.16	%
Other Facilities Expense	2,244,912		3.10	%	2,235,424		3.15	%	1,892,955		3.93	%
Total Location G&A Expenses	1,112,914		1.53	%	1,096,726		1.54	%	1,073,925		2.23	%
Supplies/Patient Cost	3,499,801		4.83	%	3,044,462		4.29	%	2,600,683		5.39	%
Preopening Expense	375,517		0.52	%	—		—		—		—

Total Field Expenses	$	41,814,676	57.66	%	$	44,222,203	62.28	%	$	27,513,614	57.06	%

*Facility EBITDA*	$	*30,709,070*	*42.34*	%	$	*26,783,359*	*37.72*	%	$	*20,706,124*	*42.94*	%

Corporate Labor Costs	$	9,579,013	13.21	%	$	8,326,054	11.73	%	$	4,209,982	8.73	%
HQ Rent/Utilities/Maintenance	1,030,953		1.42	%	887,464		1.25	%	618,804		1.28	%
Marketing	3,322,309		4.58	%	3,260,406		4.59	%	1,303,929		2.70	%
Legal/Accounting/Other Fees	2,878,403		3.97	%	1,881,439		2.65	%	811,592		1.68	%
Other Corporate Overhead	1,968,570		2.71	%	2,006,782		2.83	%	897,055		1.86	%
Management Fees and other expenses - Sterling	744,641		1.03	%	1,569,402		2.21	%	527,265		1.09	%
Other Expenses	989,874		1.36	%	—		0.00	%	2,727,570		5.66	%
Total Corporate Expenses	$	20,513,763	28.29	%	$	17,931,547	25.25	%	$	11,096,196	23.01	%

Total EBITDA	$	10,195,307	14.06	%	$	8,851,811	*12.47*	%	$	9,609,929	19.93	%

Sterling Fees & Expenses	$	744,468	1.03	%	$	1,569,402	2.21	%	$	527,340	1.09	%
Facility Redesign	—		—		—		0.00	%	—		—
Write offs for Discontinued Operations	473,214		0.65	%	—		0.00	%	—		—
Accounting Fees	123,600		0.17	%	—		0.00	%	62,992		0.13	%
Legal & Bank Fees	610,211		0.84	%	—		0.00	%	267,498		0.55	%
Recruiting Expenses	969,686		1.34	%	—		0.00	%	123,000		0.26	%
Consulting Fees	456,154		0.63	%	—		0.00	%	1,156		0.00	%
Management Adjustments	747,858		1.03	%	1,187,000		1.67	%	2,684,437		5.57	%

Total Adjustments	$	4,125,191	5.69	%	$	2,756,402	3.88	%	$	3,666,423	7.60	%

Adjusted EBITDA	$	14,320,498	19.75	%	$	11,608,213	16.35	%	$	13,276,352	27.53	%

Depreciation and Amortization	$	4,613,503	6.36	%	4,390,140		6.18	%	2,538,903		5.27	%
Interest Expense	984,516		1.36	%	1,133,775		1.60	%	879,038		1.82	%
Provision for taxes	385,210		0.53	%	293,365		0.41	%	393,453		0.82	%

Net Income	$	4,212,078	6.27	%	$	3,034,531	4.27	%	5,798,535		12.03	%

First Choice Emergency Room

Financial Statements

December 2012 (Submitted January 18, 2013)

As prepared by Company Management

First Choice Emergency Room

Consolidated Statement of Cash Flows

For the Twelve Months Ending December 31, 2012

	Current			Current
	MTD			YTD

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income / (loss)	1,022,650			4,212,078
Depreciation & Amortization	418,420			4,613,503
Accounts receivable, net	(1,873,318		)	(1,284,342		)
Other receivables and other assets	195,229			(612,672		)
Accounts payable	354,343			338,914
Accrued expenses and other liabilities	3,231,658			1,530,409

Net cash provided by operating activities	3,348,982			8,797,890

CASH FLOWS FROM INVESTING ACTIVITIES:
Net change in property and equipment	(4,511,709		)	(13,251,510		)

Net cash used in investing activities	(4,511,709		)	(13,251,510		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings-Sterling	—			(24,360,000		)
Other changes in long term borrowings	—			23,003,879
Changes in capital lease obligations	(448		)	(32,294		)
Net proceeds from shareholders	(166,833		)	4,532,570

Net cash provided by (used in) financing activities	(167,281		)	3,144,155

Net increase/(decrease) in cash and cash equivalents	(1,330,008		)	(1,309,465		)

Cash and cash equivalents, beginning of period	4,785,190			4,764,647

Cash and cash equivalents, end of period	$	3,455,182		$	3,455,182

First Choice Emergency Room

Financial Statements

December 2012 (Submitted January 18, 2013)

As prepared by Company Management

First Choice Emergency Room

Consolidated Statement Balance Sheet

As of December 31, 2012

	12/31/2012		12/31/11

ASSETS
Current asets
Cash	3,455,182		4,764,647
Accounts receivable, less allowance for doubtful accounts	9,650,438		8,366,096
Other receivables and current assets	1,962,331		1,332,971

Total current assets	15,067,951		14,463,714

Property and equipment, net	20,059,063		9,641,067
Goodwill and other intangibles, net	84,584,173		86,294,096
Other long term assets	(16,688	)	—

Total assets	119,694,499		110,398,877

LIABILITIES AND OWNERS’ EQUITY
Current liabilities
Accounts payable	1,416,654		1,077,740
Accrued expenses	8,853,762		7,619,653
Current maturities of long-term debt and capital lease obligations	3,432,000		24,393,212
Deferred Rent	354,423		58,123

Total current liabilities	14,056,839		33,148,728

Long-term debt and capital lease obligations, less current maturities	19,853,434		280,637

Total liabilities	33,910,273		33,429,365

Owner’s equity
Founders equity	18,535,416		19,000,000
Sterling equity	56,833,167		57,000,000
Additional paid in capital	4,114,053		—
Other owners’ equity	1,120,000		—
Retained earnings	969,512		969,512
Net income (loss)	4,212,078		—

Total owners’ equity	85,784,226		76,969,512

Total liabilities and owners’ equity	119,694,499		110,398,877

Financial Statements

March 2013 (Submitted April 19, 2013)

CONFIDENTIAL - For INTERNAL purposes only; not for distribution

First Choice Emergency Room

Financial Statements

March 2013 (Submitted April 19, 2013)

As prepared by Company Management

FCER

Summary Profit & Loss Statement

For the 3 Months ending March 31, 2013

	Year To Date
	Actual 2013				Budget 2013				Actual 2012
	Dollars		% of Rev		Dollars		% of Rev		Dollars		% of Rev

Patient Volume	15,896				14,956				11,418

Net Revenue/Patient	1,356				1,347				1,291

Gross Revenue	$	36,567,756	100.00	%	$	36,629,450	100.00	%	$	26,324,652	100.00	%

Contractual Allowance and Bad Debt	15,006,102		41.04	%	16,483,252		45.00	%	11,582,188		44.00	%

Net Revenue	$	21,561,654	58.96	%	$	20,146,197	55.00	%	$	14,742,464	56.00	%

Facility Labor Costs	$	10,727,159	49.75	%	$	9,973,437	49.51	%	$	6,668,624	45.23	%
Rent, including CAM	508,248		2.36	%	498,626		2.48	%	360,390		2.44	%
Other Facilities Expense	751,894		3.49	%	792,995		3.94	%	544,664		3.69	%
Location G&A Expenses	260,944		1.21	%	335,961		1.67	%	302,369		2.05	%
Lab Fees, Supplies & Other Patient Cost	1,212,818		5.62	%	1,051,349		5.22	%	755,645		5.13	%
Preopening Expense	433,941		2.01	%	168,127		0.83	%	—		—

Total Field Expenses	$	13,895,004	64.44	%	$	12,820,495	63.64	%	$	8,631,692	58.55	%

*Facility EBITDA*	$	*7,666,650*	*35.56*	%	$	*7,325,702*	*36.36*	%	$	*6,110,771*	*41.45*	%

Corporate Labor Costs	$	2,789,196	12.94	%	$	3,409,105	16.92	%	$	1,738,500	11.79	%
HQ Rent/Utilities/Maintenance	641,871		2.98	%	501,000		2.49	%	203,130		1.38	%
Marketing	985,519		4.57	%	1,160,960		5.76	%	409,212		2.78	%
Legal/Accounting/Other Fees	317,352		1.47	%	228,750		1.14	%	583,511		3.96	%
IT, T&E, Bank Fees	711,146		3.30	%	404,361		2.01	%	301,892		2.05	%
License, Regulatory, Insurance	21,801		0.10	%	47,620		0.24	%	16,716		0.11	%
Management Fees and other expenses - Sterling	175,970		0.82	%	187,500		0.93	%	224,391		1.52	%
Total Corporate Expenses	5,642,855		26.17	%	5,939,296		29.48	%	3,477,352		23.59	%

Total EBITDA	$	2,023,795	9.39	%	$	1,386,406	6.88	%	$	2,633,420	17.86	%

Sterling Fees & Expenses	175,970		0.82	%	187,500		0.93	%	224,391		1.52	%
Preopening Expenses	939,839		4.36	%	712,386		3.54	%	—		0.00	%
Legal & Bank Fees	83,469		0.39	%	228,750		1.14	%	76,600		0.52	%
Recruiting Expenses	—		0.00	%	—		0.00	%	127,845		0.87	%
Consulting Fees	25,000		0.12	%	—		0.00	%	—		0.00	%
Management Adjustments(1)	477,156		2.21	%	—		0.00	%	33,900		0.23	%
Total Adjustments	1,701,434		7.89	%	1,128,636		5.60	%	462,736		3.14	%

Adjusted EBITDA	$	3,725,229	17.28	%	$	2,515,042	12.48	%	$	3,096,156	21.00	%

(1) Includes $370K for old corporate lease write off

First Choice Emergency Room

Financial Statements

March 2013 (Submitted April 19, 2013)

As prepared by Company Management

First Choice Emergency Room

Consolidated Balance Sheet

March 31, 2013

	3/31/2013			12/31/2012

ASSETS
Current assets
Cash	$	1,487,689		$	3,455,182
Accounts receivable, less allowance for doubtful accounts	10,321,115			9,857,143
Other receivables and current assets	2,055,022			1,601,241

Total current assets	13,863,826			14,913,566

Property and equipment, net	24,372,732			20,390,925
Goodwill and other intangibles, net	84,139,174			84,584,173
Other long term assets	256,597			280,649

Total assets	$	122,632,329		$	120,169,314

LIABILITIES AND OWNERS’ EQUITY
Current liabilities
Accounts payable	$	2,829,285		$	1,416,654
Accrued expenses	7,762,316			11,231,288
Current maturities of long-term debt and capital lease obligations	3,432,478			3,433,434
Deferred rent	729,623			354,423

Total current liabilities	14,753,702			16,435,799

Long-term debt and capital lease obligations, less current maturities	23,994,000			19,852,000

Total liabilities	38,747,702			36,287,799

Owner’s equity
Founders equity	18,529,779			18,529,779
Sterling equity	54,796,584			54,796,584
Additional paid in capital	4,406,057			4,406,057
Other owners’ equity	970,000			870,000
Retained earnings	5,279,095			5,279,095
Net income (loss)	(96,888		)	—

Total owners’ equity	83,884,627			83,881,515

Total liabilities and owners’ equity	$	122,632,329		$	120,169,314

First Choice Emergency Room

Financial Statements

March 2013 (Submitted April 19, 2013)

As prepared by Company Management

First Choice Emergency Room

Consolidated Statement of Cash Flows

For the Months Ending March 31, 2013

	Current			3 Months Ending
	MTD			3/31/2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$	(430,983	)	$	(96,888	)
Loss from disposal of property and equipment	78,118			152,989
Depreciation and amortization	696,518			1,684,109
Amortization of deferred loan costs	8,017			24,052
Loss on sublease	370,586			370,586
Accounts receivable, net	(1,119,172		)	(463,972		)
Other receivables and other assets	77,425			(453,781		)
Accounts payable	659,077			1,412,631
Accrued expenses and other liabilities	541,999			(3,464,358		)

Net cash provided by (used in) operating activities	881,586			(834,633		)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net change in property and equipment	(1,461,439		)	(5,373,904		)

Net cash used in investing activities	(1,461,439		)	(5,373,904		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds/Payments from long-term borrowings	2,000,000			5,000,000
Payments on long-term borrowings	—			(858,000		)
Payments of capital lease obligations	(239		)	(956		)
Issuance of Class A units	100,000			100,000

Net cash provided by (used in) financing activities	2,099,761			4,241,044

Net increase/(decrease) in cash and cash equivalents	1,519,908			(1,967,493		)

Cash and cash equivalents, beginning of period	(32,219		)	3,455,182

Cash and cash equivalents, end of period	$	1,487,689		$	1,487,689

SCHEDULES 4.6 (A)

UNDISCLOSED LIABILITIES

NONE.

SCHEDULES 4.6 (B)

GUARANTIES

1.		Guaranty — Bank of America Credit Agreement; Beneficiary — Bank of America, Regions Bank, F&M Bank

2.		Guaranty — Shopping Center Lease Agreement (2650 Flower Mound Rd., Flower Mound, TX 75028); Beneficiary — Inland American Retail Management, LLC

3.		Lease Guaranty - Lease Agreement (5401 Basswood Blvd., Fort Worth, TX 76137); Beneficiary — K&E Limited Partnership

4.		Limited Guaranty - Shopping Center Lease (211 E. FM 544, Suite 401, Murphy, TX 75094); Beneficiary — Allen & Loucks Venture LP

5.		Guaranty - Lease (2158 Northpark Drive, Kingwood, TX 77339); Beneficiary — BK Northpark, Ltd.

6.		Guaranty Agreement - Lease Agreement (1510 S. Mason Rd., Katy, TX 77450); Beneficiary — James A. Marsh, Trustee of the James A. Marsh Defined Benefit Plan as to an undivided l/4th interest, Glen Volk, Trustee of the Glen Volk Living Trust dated April 21, 1998 as to an undivided l/4th interest, Rex A. Huffman, Trustee of the Rex A. Huffman Living Trust as to an undivided l/4th interest, and John R. Lanza and Dorine Lanza, husbnd and wife, as joint tenants as to an undivided l/4th interest as tenants in common

7.		Lease Guaranty - Retail Lease (2770 N Powers Blvd., Colorado Springs, CO 80922); Beneficiary — Gail W. Gelles, Trustee of the William Wagenseil Testamentary Trust FBO Gail Gelles, Established under the William Wagenseil Trust UTA Dated August 17, 1978, and Gail W. Gelles and Ann Martha Chamberlin, Co-Trustees of the 2001 Gail W. Gelles Family Exempt Irrevocable Trust UTA Dated April 10, 2001, and Gail C. Gelles, Trustee of the Gail C. Gelles 2002 Revocable Trust dated August 26, 2002

8.		Lease Guaranty* - Lease Agreement (8200 Matlock Rd., Arlington, TX 76002); Beneficiary — K&E Limited Partnership

9.		Lease Guaranty* - Single Tenant Property Lease (3701 Center St., Deer Park, TX 77536); Beneficiary — Wingfield Partners LLC

10.		Lease Guaranty* - Commercial Lease Agreement (5000 SH 121, Colleyville, TX 76034); Beneficiary — SCC Colleyville Partners, Ltd.

11.		Guaranty of Lease* - Shopping Center Lease (4551 Western Ctr. Blvd., Ft. Worth, TX 76137) Beneficiary — WFC Beach Western Commons LLC

Schedule 4.6 - 1

12.		Guaranty* - Shopping Center Lease (6850 N. Shiloh Rd., Garland, TX 75044); Beneficiary — US Regency Retail I, LLC

13.		Lease Guaranty* - Commercial Lease Agreement (3400 Gus Thomasson Rd., Mesquite, TX 75150); Beneficiary — SCC Mesquite Partners, Ltd.

14.		Guaranty of Lease* - Lease (4535 Frankford Rd., Dallas, TX 75287); Beneficiary — Wenzhold, LP

15.		Lease Guaranty* - Commercial Lease Agreement (9505 Ralston Rd., Arvada, CO 80002); Beneficiary — Cherry Street Acquisition Partners, LLC

16.		Lease Guaranty* - Commercial Lease Agreement (1596 W. Main St., Lewisville, TX 75067); SCC Lewisville Partners, Ltd.

17.		Lease Guaranty* - Commercial Lease Agreement (3830 E. Ray Rd., Phoenix, AZ 85044); Beneficiary — Samuelson/Hornaday

* Lease in question has been executed, but facility is not yet constructed or operating.

Schedule 4.6 - 2

SCHEDULE 4.7

ABSENCE OF CHANGES

NONE.

SCHEDULE 4.10

PENDING AND THREATENED LITIGATION

NONE.

SCHEDULE 4.11(A)(I)

DEVELOPMENT CONTRACTS

1.		AIA Document B101-2007 (Master Agreement) — GSR-Andrade Architects, Inc. (01.15.2013)

2.		AIA Document B101-2007 (Master Agreement) — Ascension Group Architects, LLP (01.16.2013)

3.		Commercial Contract of Sale — Little Elm, TX (10.03.2012)

4.		Assignment and Assumption of Real Estate Purchase Agreement — Little Elm, TX (12.05.2012)

5.		Project Services Agreement — Buttry & Brown Development, LLC - Little Elm, TX (10.23.2012)

6.		Addendum to Project Services Agreement — Buttry & Brown Development, LLC — Little Elm, TX (01.25.2013)

7.		Addendum to Project Services Agreement — Buttry & Brown Development, LLC — 9312 Brodie Ln., Austin, TX (01.25.2013)

8.		Assignment and Assumption of Real Estate Purchase Agreement — Little Elm, TX (04.23.2013)

9.		Purchase and Sale Agreement — 13434 Nacogdoches Rd., San Antonio, TX (05.02.2013)

10.		Purchase and Sale Agreement — Hwy. 78 & FM 544, Wylie, TX (04.22.2013)

11.		Purchase and Sale Agreement — Arizona Ave. & Ocotillo Rd., Chandler, AZ (02.08.2013)

12.		Commercial Contract of Sale — 9312 Brodie Ln., Austin, TX (08.21.2012)

13.		Assignment and Assumption of Real Estate Purchase Agreement — 9312 Brodie Ln., Austin, TX (12.05.2012)

14.		Modification of Commercial Contract of Sale — 9312 Brodie Ln., Austin, TX (11.14.2012)

15.		Second Amendment to Commercial Contract of Sale - 9312 Brodie Ln., Austin, TX (12.14.2012)

16.		Third Amendment to Commercial Contract of Sale - 9312 Brodie Ln., Austin, TX (12.19.2012)

17.		Fourth Amendment to Commercial Contract of Sale - 9312 Brodie Ln., Austin, TX (02.01.2013)

18.		Purchase and Sale Agreement — Bethany Dr. & FM 2551, Allen, TX (03.04.2013)

19.		Purchase and Sale Agreement — Colorado & Firestone, Firestone, CO (03.22.2013)

20.		Purchase and Sale Agreement — 13510 Meadowgrass Dr., Colorado Springs, CO (02.28.2013)

Schedule 4.11(A)(I)-1

21.		Contract for Purchase and Sale — 875 W. 136th Ave., Broomfield, CO (02.13.2013)

22.		Purchase and Sale Agreement — 810 N. J. Elmer Weaver Fwy., Cedar Hill, TX (02.21.2013)

Schedule 4.11(A)(I)-2

SCHEDULE 4.11(A)(II)

EXCEPTIONS TO DEVELOPMENT CONTRACTS

NONE.

SCHEDULE 4.11(B)

MATERIAL CONTRACTS

NONE.

SCHEDULE 4.14

BROKERS

1.		Austin, TX - Edge Realty Partners (Darren Nix & Andrew Scroggie)

2.		Colorado Springs, CO - CBRE, Inc. (Brad Bird)

3.		Dallas/Fort Worth, TX - CBRE, Inc. (Jeff Kittleson and Campbell Foster)

4.		Denver, CO - Legend Properties (Kyle Underwood & Blake Skinner)

5.		Houston, TX — CBRE, Inc. (Russell Janicek, Mark Raines & Matt Parsons)

6.		Phoenix, AZ — CBRE, Inc. (Todd Folger & Ryan Eustice)

7.		San Antonio, TX — CBRE, Inc. (Gene Williams & Graham Ketchum)

SCHEDULE 4.15

AGREEMENTS WITH AFFILIATES AND CERTAIN OTHER PERSONS

1.		Exclusive Management and Administrative Services Agreement

		By and between Conjugate Health PLLC, successor in interest to Conjugate Health Professional Association, and First Choice ER, LLC.

2.		Exclusive Management and Administrative Services Agreement

		By and between Colorado Conjugate PC and First Choice ER, LLC.

3.		Advisory Services Agreement

		By and between Sterling Fund Management, LLC and First Choice ER, LLC.

EX-10.5 7 a2220259zex-10_5.htm EX-10.5

Exhibit 10.5

ADVISORY SERVICES AGREEMENT

THIS ADVISORY SERVICES AGREEMENT (this “Agreement”) is effective as of September 30, 2011, (the “Effective Date”), by and between First Choice ER, LLC, a Texas limited liability company (the “Company”) and Sterling Fund Management, LLC, a Delaware limited liability company (“SFM”).

WHEREAS, on the terms and subject to the conditions contained in this Agreement, the Company desires to receive certain management and consulting services from SFM, and SFM desires to perform such services for the Company.

NOW, THEREFORE, in consideration of the foregoing premises and the respective mutual agreements, covenants, representations and warranties contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Appointment of SFM. As of the Effective Date and on the terms and conditions provided in this Agreement, the Company appoints SFM, and SFM accepts appointment, as a management consultant and financial advisor to the Company and its subsidiaries, including the business of any corporations hereafter formed or acquired by the Company or any such subsidiary.

2. Services of SFM. SFM will render management, consulting and financial services to the Company and its subsidiaries, which services may include advice and assistance concerning any and all aspects of the operations, planning and financing of the Company and its subsidiaries, as needed from time to time, including advising the Company and its subsidiaries in their relationships with banks and other financial institutions and with accountants, attorneys, financial advisors and other professionals. SFM will use commercially reasonable efforts to cause its employees and agents to provide the Company and its subsidiaries with the benefit of their special knowledge, skill and business expertise to the extent relevant to the business and affairs of the Company and its subsidiaries. In addition, SFM may render advice and assistance in connection with any acquisitions, dispositions or financing transactions undertaken by the Company and its subsidiaries.

3. Reimbursement of Expenses. All obligations or expenses incurred by SFM or agents of SFM in the performance of its duties under this Agreement will be for the account of, on behalf of, and at the expense of the Company. SFM will not be obligated to make any advance to, or for the account of, the Company or to pay any sums, except out of funds held in accounts maintained by the Company, nor will SFM be obligated to incur any liability or obligation for the account of the Company without assurance that the necessary funds for the discharge of the liability or obligation will be provided. Without limiting the generality of the foregoing, the Company will reimburse all expense reimbursement requests submitted by any of SFM or any of its agents, representatives or affiliates (including the institutional investment funds managed by SFM), all within 15 days of such request. In addition, the Company shall

directly pay any outside service providers (e.g., lawyers, accountants, registered agents, etc.) contracted by SFM or any of its agents, representatives or affiliates (including the institutional investment funds managed by SFM), in order to provide services to the Company. All such reimbursements shall be made within the terms of the third party service provider’s payment conditions, and done in a manner so as not to in any manner impair the relationship among the service provider and SFM, Sterling (as defined below), or any agents, representatives or affiliates thereof.

4. Other Activities of SFM; Investment Opportunities. The Company acknowledges and agrees that neither SFM nor any of its employees, officers, directors, affiliates or associates will devote its, his or her full time and business efforts to the duties of SFM specified in this Agreement, but only so much of such time and efforts as SFM reasonably deems necessary or appropriate. The Company further acknowledges and agrees that SFM and its affiliates and associates are or may be engaged in the business of investing in, acquiring and/or managing businesses for their own respective accounts and for the account of other unaffiliated parties and that no aspect or element of these activities will be deemed to be engaged in for the benefit of the Company nor to constitute a conflict of interest or breach of any duty hereunder. SFM will be required to bring only those investments and/or business opportunities to the attention of the Company which SFM, in its sole discretion, deems appropriate.

5. Compensation of SFM.

5. Management Fee.

(a) During the term of this Agreement, in consideration for the services to be rendered hereunder, the Company shall pay to SFM an annual fee equal to the Base Compensation (as such term is defined below). Except as otherwise provided in Section 5.1(e), the Base Compensation due for any calendar year shall be payable by the Company to SFM in advance on February 28 of such calendar year. At the direction of SFM, a portion of the Base Compensation due for any calendar year shall be paid by the Company to one or more of SFM’s affiliates.

(b) The initial Base Compensation shall be equal to $500,000 per calendar year.

(c) The Base Compensation shall increase as of January 1 of each year during the term of this Agreement by the higher of (i) 5%, and (ii) the positive percentage change, if any, in the CPI from the month of January of the preceding year to the month of January of such year. For purposes hereof, “CPI,” for any month of January, means the Consumer Price Index for All Urban Consumers, U.S. City Average, all items, not seasonally adjusted, for such month and compiled upon data (with the base 1982-84 equals 100) for such month (the “Index”). In the event that publication or issuance of the Index is discontinued or suspended, the CPI shall be an index published or issued by the United States Department of Labor or any bureau or agency thereof that computes information from substantially the same statistical categories and substantially the same geographic areas as those computed in the Index and that weights such categories in a substantially similar way to the weighting of the Index as of the Effective Date. In the event that the Index is calculated upon a base year other than 1982-84, such adjustments to

the CPI for each calendar year shall be calculated as necessary to ensure that the CPI for each such calendar year is based on the same Index. In the event that the information necessary to calculate the increase of the Base Compensation pursuant to this Section 5.1(c) is not available as of the Base Compensation’s payment due date (as described in Section 5.1(a)), for purposes of making the payment on such payment due date it shall be assumed that the Base Compensation has increased by 5% for such calendar year and if following such payment it is determined that the positive change in the CPI (referenced in clause (ii) above) exceeds 5%, the Company shall pay the shortfall amount as soon as practicable thereafter.

(d) 100% of the Base Compensation for any calendar year shall be considered earned on January 1 of such calendar year. Except as provided in Section 5.1(e), the Base Compensation shall not be subject to proration, nor shall SFM be obligated to refund any portion thereof for any reason whatsoever (including, but not limited to, the sale of the business of the Company or a change in control transaction).

(e) The Base Compensation payable with respect to the first calendar year shall be pro rated from the Effective Date through the end of such calendar year and such pro rated amount shall be paid on the Effective Date.

5.2 Additional Business Operations. If the Company or its subsidiaries acquire or enter into any additional business operations after the date of this Agreement, the Board and SFM will, prior to the acquisition or prior to entering into the business operations, in good faith, determine whether and to what extent the Base Compensation should be increased as a result thereof. Any increase will be evidenced by a written supplement to this Agreement signed by the Company and SFM.

6. Term. This Agreement will commence as of the Effective Date and will remain in effect until the fifth (5th) anniversary of the Effective Date (the “Initial Period”). Thereafter, this Agreement shall automatically continue in full force and effect for successive additional periods of one (1) year each (each such period a “Renewal Period”) until such time as any of the institutional investment funds managed by SFM and any other affiliate or associate of SFM (“Sterling”) no longer beneficially own, in the aggregate, greater than ten percent (10%) of the then outstanding voting securities of the Company or any entity or entities which, directly or indirectly, beneficially own, in the aggregate, a majority of the then outstanding voting securities of the Company.

7. Standard of Care. SFM (including any person or entity acting for or on behalf of SFM) will not be liable for any mistakes of fact, errors of judgment, for losses sustained by the Company or any subsidiary or for any acts or omissions of any kind, unless caused by gross negligence or willful misconduct of SFM engaged in by SFM, as finally determined by a court of competent jurisdiction. This Section 7 shall survive any termination or expiration of this Agreement.

8. Indemnification of SFM. The Company will indemnify and hold harmless SFM and its present and future officers, directors, affiliates, employees, controlling persons, agents and representatives (“Indemnified Parties”) from and against all losses, claims, liabilities, suits, costs, damages and expenses (including attorneys’ fees) arising from their performance of

services hereunder, except as a result of their gross negligence or willful misconduct. The Company will reimburse the Indemnified Parties on a monthly basis for any cost of defending or investigating any actual or threatened action or proceeding, or any cost of appearing as a witness in any such action or proceeding (including attorneys’ fees and expenses) subject to an undertaking from any such Indemnified Party to repay the Company if such party is determined not to be entitled to indemnity. Each Indemnified Party will have all rights and remedies set forth in this Agreement and all of the rights that such party may have under applicable law. SFM will be entitled to enforce or defend its rights and obligations under this Agreement specifically, without posting a bond or other security in any case or circumstance whatsoever, notwithstanding any requirement of law. This Section 8 shall survive any termination or expiration of this Agreement.

9. Company Representations. The Company hereby represents and warrants to SFM that (i) the execution, delivery and performance of this Agreement by the Company does not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound and (ii) upon the execution and delivery of this Agreement by SFM, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

10. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by SFM, the Company and their respective successors and assigns, except that without the prior written consent of SFM, the Company will not assign, transfer or convey any of its rights, duties or interest under this Agreement, nor will it delegate any of the obligations or duties required to be kept or performed by it hereunder.

11. Notices. Any notices, requests, demands and other communications required or permitted to be given under this Agreement will be in writing and, except as otherwise specified in writing, will be given by personal delivery, facsimile transmission, express courier service or by registered or certified mail, postage prepaid, return receipt requested:

If to the Company:

First Choice ER, LLC

2624 Long Prairie Road

Flower Mound, TX 75022

If to SFM:

Sterling Partners

1033 Skokie Boulevard, Suite 600

Northbrook, Illinois 60062

Attention: Office of the General Counsel

or to such other addresses as either party hereto may from time to time give notice of (complying as to delivery with the terms of this Section 11) to the other. Notice by registered or certified mail will be effective three days after deposit in the United States mail. Notice by any other permitted means will be effective upon receipt.

12. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance will, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those which are invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid and be enforced to the fullest extent permitted by law.

13. No Waiver. The failure of the Company or SFM to seek redress for any violation of, or to insist upon the strict performance of, any term or condition of this Agreement will not prevent a subsequent act by the Company or SFM, which would have originally constituted a violation of this Agreement by the Company or SFM, from having all the force and effect of any original violation. The failure by the Company or SFM to insist upon the strict performance of any one of the terms or conditions of the Agreement or to exercise any right, remedy or elections herein contained or permitted by law will not constitute or be construed as a waiver or relinquishment for the future of such term, condition, right, remedy or election, but the same will continue and remain in full force and effect. Except to the extent that the Company’s rights of termination are limited herein, all rights and remedies that the Company or SFM may have at law, in equity or otherwise upon breach of any term or condition of this Agreement, will be distinct, separate and cumulative rights and remedies and no one of them, whether exercised by the Company or SFM or not, will be deemed to be in exclusion of any other right or remedy of the Company or SFM.

14. Entire Agreement; Amendment; Certain Terms. This Agreement contains the entire agreement among the parties hereto with respect to the matters herein contained and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related in any way to the management and consulting services to be provided hereunder. The parties hereto expressly acknowledge that they have not relied on any prior or contemporaneous oral or written representations or statements by the other party in connection with the subject matter of this Agreement except as may be expressly set forth herein. The provisions of this Agreement may be amended only with the prior written consent of the Company and SFM. The terms affiliate and associate will have the meaning attributed to those terms by the rules and regulations of the Securities and Exchange Commission.

15. SFM an Independent Contractor. SFM and the Company agree that SFM shall perform services hereunder as an independent contractor, retaining control over and responsibility for its own operations and personnel. Neither SFM nor its principals, members, directors, officers or employees shall be considered employees or agents of the Company as a result of this Agreement nor shall any of them have authority to contract in the name of or bind the Company, except as expressly agreed to in writing by the Company.

16. Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute one and the same agreement.

17. Choice of Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

18. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. THE COMPANY AND SFM HEREBY IRREVOCABLY AGREE THAT ANY SUIT, ACTION, PROCEEDING OR CLAIM AGAINST IT ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF, MAY BE BROUGHT OR ENFORCED IN THE STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS AND THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY PROCEEDING BROUGHT IN CHICAGO, ILLINOIS AND FURTHER IRREVOCABLY WAIVES ANY CLAIMS THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM. THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION, PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT.

19. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the Company and SFM to express their mutual intent, and no rule of strict construction will be applied against either the Company or SFM.

20. Delivery by Facsimile or PDF. This Agreement and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission (including email of a PDF signature), shall be treated in all manner and respects and for all purposes as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or other electronic transmission (including email of a PDF signature) to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or other electronic transmission (including email of a PDF signature) as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

* * * *

IN WITNESS WHEREOF, this Advisory Services Agreement has been duly executed effective as of the Effective Date.

	FIRST CHOICE ER, LLC


	By:	/s/ Dr. Jacob J. Novak
	Name: Dr. Jacob J. Novak
	Its: Manager and Member


	By:	/s/ L. Richard Covert
	Name: L. Richard Covert
	Its: Manager and Member


	STERLING FUND MANAGEMENT, LLC


	By:	/s/ Thomas Wippman
	Name:	Thomas Wippman
	Its:	Managing Director and General Counsel

EX-10.7 8 a2220259zex-10_7.htm EX-10.7

Exhibit 10.7

REGISTRATION RIGHTS AGREEMENT

by and among

Adeptus Health Inc.

and

the other parties hereto

Dated as of [ ], 2014

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2014, is by and among Adeptus Health Inc., a Delaware corporation (the “Company”), and each Stockholder party hereto as listed on the signature pages to this Agreement or becomes a party hereto pursuant to Section 12(c) (each, individually, a “Stockholder” and together, the “Stockholders.”

WHEREAS, in connection with the initial public offering of Class A Common Stock (as defined below) of the Company (the “IPO”), the parties hereto desire to enter into this Agreement to provide the Stockholders with certain registration rights with respect to the Common Stock (as defined below).

NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Class A Common Stock” means the shares of Class A common stock, par value $0.01 per share, of the Company.

“Class B Common Stock” means the shares of Class B common stock, par value $0.01 per share, of the Company.

“Common Stock” shall mean all shares hereafter authorized of any class of common stock of the Company which has the right to participate in the election of directors of the Company.

“Company/Holder Indemnitees” shall have the meaning set forth in Section 8(b) hereof.

“Demand Notice” shall have the meaning set forth in Section 2(a) hereof.

“Demand Registration” shall have the meaning set forth in Section 2(a) hereof.

“DTC” shall have the meaning set forth in Section 7 hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Registration Statement” shall have the meaning set forth in Section 3(d).

“FINRA” shall mean the Financial Industry Regulatory Authority and any successor thereto.

“Holder Indemnitees” shall have the meaning set forth in Section 8(a) hereof.

“indemnified party” shall have the meaning set forth in Section 8(c) hereof.

“indemnifying party” shall have the meaning set forth in Section 8(c) hereof.

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

“Losses” shall have the meaning set forth in Section 8(a) hereof.

“Maximum Offering Size” shall have the meaning set forth in Section 2(b) hereof.

“Notice” shall have the meaning set forth in Section 2(a) hereof.

“Operating Agreement” shall mean the Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC, dated on or about the date of the closing of the IPO, among the Company and the parties designated as Members therein, as amended or supplemented.

“Other Securities” shall mean securities of the Company sought to be included in a Registration Statement other than Registrable Securities and that are held by any holder thereof with a contractual right to include such securities in such Registration Statement.

“Person” shall mean any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Piggyback Notice” shall have the meaning set forth in Section 4(a) hereof.

“Piggyback Registration” shall have the meaning set forth in Section 4(a) hereof.

“Proceeding” shall mean an action, claim, suit, arbitration or proceeding (including an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” shall mean any prospectus included in, or relating to, any Registration Statement (including any preliminary prospectus, any prospectus that discloses

information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act)), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Registrable Securities” shall mean (a) all shares of Class A Common Stock held directly or indirectly by a Stockholder, including any shares of Class A Common Stock issuable or issued upon conversion, exercise or exchange of other securities of the Company or any of its subsidiaries (including, for the avoidance of doubt, any shares of Class A Common Stock issuable upon exchange of Units and the corresponding shares of Class B Common Stock), and (b) any shares of capital stock of the Company issued or issuable with respect to any such shares of Class A Common Stock as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) they are sold pursuant to an effective Registration Statement under the Securities Act, (ii) they are sold pursuant to Rule 144, (iii) they are (A) able to be sold without restriction or limitation of any kind, and without any public information or other requirement, pursuant to Rule 144, (B) not covered by, or subject to, any restrictive legend or any other restriction or limitation on transfer of any kind imposed by or on behalf of the Company or the transfer agent for the securities of the class of such Registrable Securities, and (C) not held by any Stockholder that, together with its Affiliates, holds more than five percent (5%) of the outstanding shares of Common Stock, (iv) they shall have ceased to be outstanding or (v) they have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities.

“Registration Statement” shall mean any registration statement of the Company under the Securities Act which permits the public offering of any of the Registrable Securities in accordance with the intended methods of distribution thereof pursuant to the provisions of this Agreement, including any related Prospectus, amendments and supplements to such registration statement or Prospectus, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” shall mean Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the SEC.

“Rule 144A” shall have the meaning set forth in Section 9(b) hereof.

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

“Securities Act” shall mean the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“Shelf Notice” shall have the meaning set forth in Section 3(a) hereof.

“Shelf Registration Statement” shall mean a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and registering the resale from time to time of Registrable Securities by the holders thereof.

“Shelf Underwritten Offering” shall have the meaning set forth in Section 4(c) hereof.

“Take-Down Notice” shall have the meaning set forth in Section 4(c) hereof.

“underwritten registration or underwritten offering” shall mean a registration in which securities of the Company are offered for sale (and, as applicable, sold) to the public in a firm commitment underwritten offering.

“Unit” means the units of Adeptus Health LLC and shall also include any equity security issued in respect of or in exchange for Units, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.

Section 2. Demand Registrations.

(a) Requests for Registration. Subject to the following paragraphs of this Section 2(a), each holder (or group of holders) of Registrable Securities shall have the right from time to time by delivering a written notice to the Company (a “Demand Notice”) to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that (i) a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the participating holders of Registrable Securities is reasonably expected by such holders of Registrable Securities to result in aggregate gross cash proceeds in excess of $50 million (before deducting any underwriting discount or commission) and (ii) the Company shall not be obligated to effect more than one such Demand Registration in any 180-day period without the consent of a majority of the board of directors of the Company.

Following receipt of a Demand Notice, the Company shall file a Registration Statement with respect to the Registrable Securities covered in such Demand Notice and otherwise requested to be included in such Registration Statement in accordance with this Section 2(a), as promptly as practicable, but not later than 45 days after receipt of such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Any Demand Registration may be required by the holder(s) of Registrable Securities making such demand to be on an appropriate form under the Securities Act (including Form S-3ASR or any successor form that becomes effective upon filing with the SEC if the Company is then eligible to use such form) in accordance with such holder(s) intended methods of distribution, as shall be set forth in the Registration Statement, and Rule 415 under the Securities Act.

Within 10 days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Notice is given by the Company to such holders.

All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. Each holder of Registrable Securities which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 2(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement.

The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold pursuant to such Registration Statement.

Notwithstanding the foregoing, no Stockholder shall be entitled to include its Registrable Securities in any Shelf Registration Statement filed pursuant to this Section 2, if and to the extent such Registrable Securities are then registered under an effective and available Shelf Registration Statement or Exchange Registration Statement filed pursuant to Section 3 (nor, for the avoidance of doubt, shall any Stockholder be entitled to deliver any Demand Notice for the filing of a Shelf Registration Statement pursuant to this Section 2 with respect to any Registrable Securities so registered).

(b) Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an underwritten offering, and the managing underwriter or underwriters of such underwritten offering advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such underwritten offering the number of Registrable Securities, Other Securities, if any, and other securities, if any, that in the opinion of such managing underwriter can be sold without adversely affecting such offering (the “Maximum Offering Size”), and such number of Registrable Securities and Other Securities, if any, shall be allocated as follows:

(i) first, Registrable Securities that are requested to be included in such Registration Statement, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata on the basis of the relative number of such Registrable Securities requested for inclusion;

(ii) second, Other Securities, if any, that are requested to be included in such Registration Statement, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata on the basis of the relative number of such

Other Securities requested for inclusion; and

(iii) third, the securities, if any, for which inclusion in such Demand Registration was requested by the Company.

No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

(c) Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 60 days, the filing of a Registration Statement if the Company delivers to the holders requesting registration a certificate signed by the chief executive officer or president of the Company certifying that, in the good faith judgment of the board of directors of the Company, based on the advice of counsel, such registration and offering would reasonably be expected to materially adversely affect, or materially interfere with, any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p). If the Company shall so postpone the filing of a Registration Statement, each of the Stockholders shall have the right to withdraw its request for registration by giving written notice to the Company within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the holders.

(d) Cancellation of Demand Registration. Each Stockholder that delivered the Demand Notice pursuant to this Section 2 shall have the right to withdraw from such registration by a written notice to the Company, in which event the Company shall abandon or withdraw such registration statement; provided, however, that if the Company and the other Stockholders participating in such registration have requested to be included in such registration Registrable Securities in the aggregate amount of at least $50 million, then the Company and such other Stockholders shall have the right to continue with such registration regardless of the withdrawal of the Stockholder(s) that initially delivered the Demand Notice.

Section 3. Mandatory Shelf and Exchange Registration.

(a) Initial Mandatory Shelf Registration. The Company shall prepare and, as promptly as practicable after the first anniversary of the effective date of the Company’s registration statement on Form S-1 relating to the IPO, and in any event within 30 days thereafter, file with the SEC a Shelf Registration Statement covering the resale of all of the Registrable Securities requested to be included in such Shelf Registration Statement pursuant to this Section 3(a). The Company shall give prompt written notice of such proposed filing at least 20 days before the anticipated filing date (the “Shelf Notice”) to all of the holders of Registrable Securities (including the holders of Units exchangeable into shares of Class A Common Stock). The Shelf Notice shall offer such holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request. Subject to

Section 4(b) hereof, the Company shall include in such Shelf Registration Statement all Registrable Securities (other than Registrable Securities that (i) are registered under an effective and available Exchange Registration Statement pursuant to Section 3(d) below and (ii) upon delivery pursuant to the Exchange Registration Statement would not constitute Registrable Securities (assuming for this purpose that such delivery were to occur at the time of the initial filing of the Shelf Registration Statement pursuant to this Section 3(a))) with respect to which the Company has received written requests for inclusion therein within 15 days after notice has been given to the applicable holder.

(b) Maintenance of Mandatory Shelf Registration. In the event the number of shares available under any Shelf Registration Statement previously filed pursuant to this Section 3 is at any time insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement, the Company shall, as soon as practicable, but in any event not later than the later of (i) thirty (30) days after the Company becomes aware of the necessity therefor and (ii) the earliest date that the Company is permitted by the SEC to file the new Registration Statement as required hereby, file a new Shelf Registration Statement or a post-effective amendment to the initial Shelf Registration Statement so as to register for resale all of the Registrable Securities not so covered.

(c) Form and Effectiveness of Shelf Registration Statement. The Company shall use its reasonable best efforts to cause any Shelf Registration Statement filed pursuant to this Section 3 to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Subject to Section 4(d), the Company shall be required to maintain the effectiveness pursuant to Rule 415 of any Shelf Registration Statement filed pursuant to this Section 3 until the earlier of the date on which all securities that constituted Registrable Securities when initially included in such Shelf Registration Statement have actually been sold pursuant to such Shelf Registration Statement or otherwise no longer constitute Registrable Securities; provided, however, that the Company shall not be required to maintain the effectiveness of any Registration Statement filed pursuant to this Section 3 after the sixth anniversary of the effective date of the Company’s registration statement on Form S-1 relating to the IPO. Any Shelf Registration Statement filed pursuant to this Section 3 shall include a “plan of distribution” section approved by the Stockholders and shall be on Form S-3 or any successor form (and shall be on Form S-3ASR or any successor form that becomes effective upon filing with the SEC if the Company is then eligible to use such form); provided, however, that in the event that Form S-3 is not available to the Company for any registration of the resale of the Registrable Securities under this Section 3, the Company shall (i) register the resale of such Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Stockholders and (ii) undertake to register such Registrable Securities on Form S-3 (by post-effective amendment to the existing Shelf Registration Statement or otherwise) as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering such Registrable Securities has been declared effective by the SEC. The Company shall use its reasonable best efforts to become and remain eligible to use Form S-3 for registration of the Registrable Securities pursuant to Rule 415 at all times on and after the first anniversary of the effective date of the Company’s registration statement on Form S-1 relating to the IPO until the earlier of (i) the date upon which there ceases to be outstanding any Registrable Securities or (ii) the fourth anniversary of the IPO.

(d) Exchange Registration. As soon as possible after the first year anniversary of the closing date of the IPO and in any event prior to the 15-month anniversary of the closing date of the IPO, to the extent then permissible in the opinion of counsel to the Company based upon SEC rules and staff interpretations thereof, the Company shall file with the SEC one or more registration statements (the “Exchange Registration Statement”) covering the delivery of all Class A Common Stock by the Company, in exchange for Units and shares of Common Stock pursuant to Section [ ] of the Operating Agreement. The Company shall use its commercially reasonable efforts, prior to the 15-month anniversary of the closing date of the IPO and in any event as soon as possible after the first anniversary of the closing date of the IPO, to cause such Exchange Registration Statement, if filed, to be declared effective under the Securities Act by the SEC. The Company shall use its commercially reasonable efforts to keep the Exchange Registration Statement, if filed and declared effective, to be continuously effective, subject to Section 4(d), until all of the Units of the Stockholders included in any such registration statement shall have actually been exchanged thereunder.

Section 4. Piggyback Registration.

(a) Right to Piggyback. Except with respect to a Demand Registration, the procedures for which are addressed in Section 2, if the Company at any time following the completion of the IPO proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock, whether on behalf of itself or holders of Other Securities or otherwise (other than a Shelf Registration Statement or Exchange Registration Statement pursuant to Section 3 or a registration statement on Form S-4, Form S-8 or any successor forms thereto relating to shares of Common Stock to be issued by the Company solely in connection with (i) any acquisition of another entity or business or (ii) a stock option or any other employee benefit or dividend reinvestment plan), then, each such time, the Company shall give prompt written notice of such proposed filing at least 20 days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after notice has been given to the applicable holder. Each holder of Registrable Securities which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 4(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement. The eligible holders of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two business days prior to the effective date of such Piggyback Registration. The Company shall not be required to maintain the effectiveness of a Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement.

If at any time after giving such Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration the Company shall determine for

any reason not to register the securities originally intended to be included in such registration, the Company may, at its election, give written notice of such determination to the Stockholders and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of securities originally intended to be included in such registration, without prejudice, however, to the right of a Stockholder immediately to request that such registration be effected as a registration under Section 2 or Section 4(c) to the extent permitted thereunder.

(b) Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows:

(i) If the underwritten offering is a primary offering on behalf of the Company:

(A) first, the number of shares of Common Stock proposed to be registered for sale by the Company;

(B) second, Registrable Securities that are requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the relative number of such Registrable Securities requested for inclusion thereby; and

(ii) if the underwritten offering is on behalf of holders of Other Securities:

(A) first, such Other Securities and Registrable Securities that are requested to be included in such registration, pro rata among the holders of such Other Securities and Registrable Securities on the basis of the relative number of such Registrable Securities requested for inclusion thereby; and

(B) second, any securities requested to be included for sale by the Company.

No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

(c) Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2, Section 3 or this Section 4 is effective, if any holder or group of holders of Registrable Securities delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 million, then, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4(c)). In connection with any Shelf Underwritten Offering:

(i) the Company shall promptly deliver the Take-Down Notice to all other Stockholders included on such Shelf Registration Statement and any other Shelf Registration Statement covering Registrable Securities then in effect and permit each such Stockholder to include its Registrable Securities included on any Shelf Registration Statement in the Shelf Underwritten Offering if such Stockholder notifies the Company within five business days after delivery of the Take-Down Notice to such holder; and

(ii) in the event that the managing underwriter(s) determines that marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of shares which would otherwise be included in the Shelf Underwritten Offering, the managing underwriter(s) may limit the number of shares which would otherwise be included in such take-down offering in the same manner as is described in Section 2(b) with respect to a limitation of shares to be included in an underwritten offering.

(d) Postponement of Registrations. The Company shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 60 days, the filing of any Registration Statement or any offering pursuant to Section 3 or this Section 4 if the Company delivers to the holders participating in any such registration or offering a certificate signed by the chief executive officer or president of the Company certifying that, in the good faith judgment of the board of directors of the Company, based on the advice of counsel, such registration or offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p). If the Company shall so postpone any registration or offering, each of the holders of Registrable Securities participating in such registration or offering shall have the right to withdraw its request for registration by giving written notice to the Company within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the

holders.

Section 5. Restrictions on Public Sale by Holders of Registrable Securities; Restrictions on the Company. Each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2, Section 3 or Section 4 (whether or not such holder elected to include Registrable Securities in such Registration Statement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Company’s common equity (or securities convertible into or exchangeable or exercisable for common equity) (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period beginning seven days prior to the launch of the underwritten offering and ending no later than the earlier of (i) 90 days following the closing date of such offering and (ii) such day (if any) as the holder(s) of Registrable Securities and the managing underwriter or underwriters for such offering shall agree to designate for this purpose (which shall apply equally to all Stockholders). The foregoing provisions of this Section 5 shall be applicable to any Stockholder that requested to include Registrable Securities in such underwritten offering only if the number of Registrable Securities of such Stockholder actually included in such underwritten offering is at least the lesser of (I) the number of Registrable Securities requested to be included in such underwritten offering by such Stockholder, and (II) the product of the number of Registrable Securities that would be expected to result in aggregate gross cash proceeds in excess of $50 million (before deducting any underwriting discount or commission) in such underwritten offering, multiplied by a fraction, the numerator of which is the number of Registrable Securities requested to be included in such underwritten offering by such Stockholder and the denominator of which is the aggregate number of Registrable Securities requested to be included in such underwritten offering by all Stockholders. No holder of Registrable Securities that did not request Registrable Securities to be included in such underwritten offering shall be subject to the provisions of this Section 5 if any other holder of Registrable Securities shall not be subject to the provisions of this Section 5 pursuant to the immediately preceding sentence.

Notwithstanding the foregoing, any discretionary waiver or termination of this lock-up provision by the Company or the underwriters with respect to any of the Stockholders shall apply to the other Stockholders as well, pro rata based upon the number of shares subject to such obligations.

The Company agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2, Section 3 or Section 4 not to effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than pursuant to a registration statement on Form S-4, Form S-8 or any successor forms thereto relating to shares of Common Stock to be issued solely by the Company in connection with (i) any acquisition of another entity or business or (ii) a stock option or any other employee benefit or dividend reinvestment plan) for its own account, during the period beginning seven days prior to the launch of the underwritten offering and ending no later than the earlier of (i) 90 days following the closing date of such offering and (ii) such day (if any) as the Company and the managing underwriter or underwriters for such

offering shall agree to designate for this purpose (which shall also apply equally to all Stockholders).

Section 6. Registration Procedures. If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2, Section 3 and Section 4 hereof, the Company shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall, as expeditiously as possible:

(a) Prepare and file with the SEC a Registration Statement or Registration Statements on such form which shall be available for the sale of the Registrable Securities by the holders thereof or the Company in accordance with the intended method or methods of distribution thereof, and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such registration); provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish or otherwise make available to the Stockholders who are including Registrable Securities in such Registration Statement, their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors. The Company shall not include any information relating to a Stockholder in any such Registration Statement or Prospectus or any amendments or supplements thereto (including such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein) to which the Stockholder (if such Registration Statement includes Registrable Securities of such Stockholder) shall object, in writing, on a timely basis, unless, in the opinion of the Company, the inclusion of such information is necessary to comply with applicable law. No later than the second business day following the effective date of any Registration Statement, the Company shall file with the SEC, in accordance with Rule 424(b)(4) under the Securities Act, the final prospectus to be used in connection with sales pursuant to such Registration Statement. The Company shall use its reasonable best efforts to confirm that (i) no Registration Statement or Prospectus (nor any amendment or supplement to any Registration Statement or Prospectus) shall, upon filing with the SEC, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make any statements therein (in the case any Prospectus or any amendment or supplement thereto, in light of the circumstances under which they were made) not misleading and (ii) no issuer free writing prospectus relating to any Registration

Statement shall include any information that conflicts with the information in such Registration Statement.

(b) Prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act.

(c) Notify each selling holder of Registrable Securities and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (v) of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) Use its reasonable best efforts to avoid the issuance of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, or, if issued, to obtain the withdrawal or lifting of any such order or suspension as promptly as practicable.

(e) If requested by the managing underwriters, if any, or any of the holders of any Registrable Securities included in a Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, or such holder may reasonably request in order to permit the intended method of distribution of such securities (including information to reflect any transfer by such holder of any Registrable Securities, or of any securities convertible into (or exercisable or exchangeable for) any Registrable Securities, to any other Person that is (or in connection with such transfer, pursuant

to Section 12(c), becomes) a Stockholder and to permit the sale by such transferee of such Registrable Securities pursuant to such Registration Statement) and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received such request; provided, however, that the Company shall not be required to take any actions under this Section 6(e) that are not, in the opinion of counsel for the Company, in compliance with applicable law.

(f) Furnish or make available to each selling holder of Registrable Securities, and each managing underwriter, if any, without charge, at least one conformed copy of the Registration Statement, the Prospectus and Prospectus supplements, if applicable, and each post-effective amendment thereto, including financial statements (but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits, unless requested in writing by such holder, counsel or underwriter).

(g) Deliver to each selling holder of Registrable Securities, and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and the Company, subject to the last paragraph of this Section 6, hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto.

(h) Prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify or cooperate with the selling holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of such jurisdictions within the United States as any seller or underwriter reasonably requests in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and to take any other action that may be necessary or advisable to enable such holders of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction; provided, however, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject.

(i) Cooperate with the selling holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any legends) or issuance of Registrable Securities in book-entry form (not being subject to any legends) representing Registrable Securities to be sold after receiving written representations from each holder of such Registrable Securities that the Registrable Securities represented by the certificates so delivered by such holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters, if any, or holders may request at least two business days prior to any sale of Registrable Securities in a firm commitment public offering, but in any other such sale, within 10 business days prior to having to issue the securities.

(j) Use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities within the United States, except as may be required solely as a consequence of the nature of any selling holder’s business, in which case the Company will cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals, as may be necessary to enable such selling holder or the underwriters, if any, to consummate the disposition of such Registrable Securities.

(k) Upon the occurrence of any event contemplated by Section 6(c)(ii), Section 6(c)(iii), Section 6(c)(iv) or Section 6(c)(v) above, prepare as promptly as practicable a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(l) Prior to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities.

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

(n) Cause all shares of Registrable Securities covered by such Registration Statement to be authorized to be listed on any national securities exchange if any other shares of the particular class of Registrable Securities are at that time, or will be immediately following the offering, listed on such exchange.

(o) Enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, (i) make such representations and warranties to the holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Company and its subsidiaries, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the same if and when requested, (ii) use its reasonable best efforts to furnish to the holders of such Registrable Securities and the underwriters, if any, opinions and “negative assurance letters” of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and counsels to the selling holders of the Registrable Securities), addressed to each selling holder of Registrable Securities and each of the underwriters, if any, covering the matters

customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such counsel and underwriters, (iii) use its reasonable best efforts to obtain “comfort” letters and updates thereof from the independent registered public accounting firm of the Company (and, if necessary, any other independent registered public accounting firms of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement) who have certified the financial statements included in such Registration Statement, addressed to each selling holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and each of the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures substantially to the effect set forth in Section 8 hereof with respect to all parties to be indemnified pursuant to said Section except as otherwise agreed by the Stockholders and (v) deliver such documents and certificates as may be reasonably requested by the holders of a majority of the Registrable Securities being sold, their counsel and the managing underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant to Section 6(o)(i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder.

(p) Make available for inspection by a representative of the selling holders of Registrable Securities, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorneys or accountants retained by such selling holders or underwriter, at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information in each case reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; provided, however, that any information that is determined in good faith by the Company in writing to be not generally publicly available at the time of delivery of such information shall be kept confidential by such Persons unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information, in the opinion of counsel to such Person, is required by law or required to correct a material misstatement in, or omission from, any Registration Statement or Prospectus that is not corrected by the Company as required hereby, (iii) disclosure of such information, in the opinion of counsel to such Person, is necessary or advisable to defend such Person in any litigation relating to any such disposition or proposed disposition of Registrable Securities, (iv) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by such Person or (v) such information becomes available to such Person from a source other than the Company and such source is not known by such Person to be bound by a confidentiality agreement with the Company. In the case of a proposed disclosure pursuant to (i), (ii) or (iii) above, such Person shall use its reasonable best efforts to give the Company written notice of the proposed disclosure prior to such disclosure and, if requested by the Company, assist the Company in seeking to prevent or limit the proposed disclosure. Without limiting the foregoing, no such information shall be used by such Person as

the basis for any market transactions in securities of the Company or its subsidiaries in violation of law.

(q) Cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement (including participation in “road shows”), taking into account the Company’s business needs.

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

(s) Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, as soon as reasonably practicable, but not more than 45 days after the end of any 12-month period (or 90 days, if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in an underwritten public offering or (ii) if not sold to underwriters in such an offering, commencing on the first day of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statements shall cover said 12-month periods.

The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any seller who unreasonably fails to furnish such information within a reasonable time after receiving such request.

Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by such Registration Statement that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(c)(ii), Section 6(c)(iii), Section 6(c)(iv) or Section 6(c)(v) hereof, such holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however that the Company shall extend the time periods under Section 2, Section 3 and Section 4 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the holder is required to discontinue disposition of such securities.

Section 7. Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company (including (i) all registration and filing fees (including fees and expenses (A) with respect to filings required to be made with FINRA and (B) of compliance with securities or Blue Sky laws, including any fees and disbursements of

counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities pursuant to Section 6(h), (ii) printing expenses (including, if applicable, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company (“DTC”) and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriters, if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company (including the expenses of any opinions required by this Agreement), (v) expenses of the Company incurred in connection with any road show, (vi) fees and disbursements of all independent registered public accounting firms referred to in Section 6(o)(iii) hereof (including the expenses of any “cold comfort” letters required by this Agreement) and any other persons, including special experts retained by the Company and (vii) reasonable fees of not more than one counsel for all of the holders participating in the offering; provided, however, that the Company shall be entitled to reimbursement for any registration and filing fees incurred by the Company in connection with the registration of Registrable Securities withdrawn by a Stockholder pursuant to Section 2(d) (unless such registration fees can be used in connection with the registration of other securities by the Company, including in connection with a future registration). In addition, the Company shall bear all of its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange on which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company.

The Company shall not be required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (except as set forth in clauses Section 7(i)(B) and Section 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Company), or (iii) any other expenses of the holders of Registrable Securities not specifically required to be paid by the Company pursuant to the first paragraph of this Section 7.

Section 8. Indemnification.

(a) Indemnification by the Company. The Company shall, and shall cause each of its subsidiaries to, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law and on a joint and several basis, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, affiliates, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, the officers, directors, partners, members, managers, shareholders, affiliates, accountants, attorneys, agents and employees of such underwriter and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Holder Indemnitees”),

from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, Prospectus, any amendment (including any post-effective amendment) or supplement to any Registration Statement or Prospectus, any filing made in connection with the qualification of the offering under the securities or other Blue Sky laws of any jurisdiction in which Registrable Securities are offered, or any other offering document (including any related notification, or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Company of the Securities Act or of the Exchange Act, or any violation by the Company of this Agreement, and will reimburse each Holder Indemnitee for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by any holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus or other offering document in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter expressly for inclusion in such Registration Statement, Prospectus or other offering document. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed). Such indemnity agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Indemnitee and shall survive the transfer of Registrable Securities by any such Holder Indemnitee.

(b) Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities includes Registrable Securities, such holder of Registrable Securities agrees to indemnify, to the fullest extent permitted by law, severally and not jointly, the Company, each other holder of Registrable Securities which includes Registrable Securities in such Registration Statement, their respective directors and officers and each Person who controls the Company and such holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “Company/Holder Indemnitees”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, or other offering document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each Company/Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, or other offering document in reliance upon and in conformity with written information furnished to the Company by such holder expressly for

inclusion in such Registration Statement, Prospectus, or other offering document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities giving rise to such indemnification obligation. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in a preliminary Prospectus but eliminated or remedied in an amended or supplemented preliminary Prospectus on file with the SEC at the time the Registration Statement becomes effective, or in any amendment or supplement thereto at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation, and such new preliminary Prospectus or amendment or supplement thereto is delivered to the underwriter, the indemnity agreement in this Section 8(b) shall not inure to the benefit of any Person if a copy of such amended or supplemented preliminary Prospectus was not furnished to the Person asserting the Loss at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation.

(c) Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt notice to the party from which such indemnity is sought (the “indemnifying party”) of any claim or of the commencement of any Proceeding with respect to which such indemnified party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except (and only) to the extent that the indemnifying party has been prejudiced in defending the claim by such delay or failure. The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or Proceeding, to, unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the indemnifying party’s expense, the defense of any such claim or Proceeding, with counsel reasonably satisfactory to such indemnified party; provided, however, that an indemnified party shall have the right to employ separate counsel in any such claim or Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (i) the indemnifying party agrees to pay such fees and expenses; or (ii) the indemnifying party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or Proceeding or fails to employ counsel reasonably satisfactory to such indemnified party, in which case the indemnified party shall have the right to employ counsel and to assume the defense of such claim or proceeding; provided, further, however, that the indemnifying party shall not, in connection with any one such claim or Proceeding or separate but substantially similar or related claims or Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (in addition to appropriate local counsel) at any time for all of the indemnified parties, or for fees and expenses that are not reasonable. If, and so long as, the defense is assumed by the indemnifying party, such indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). The indemnifying party shall not consent to entry of any judgment or

enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunder or that includes any admission of fault or culpability of such indemnified party.

(d) Contribution. If the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any Losses (other than in accordance with its terms), then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such indemnifying party, on the one hand, and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d), an indemnifying party that is a holder of Registrable Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds to the indemnifying party from the sale of the Registrable Securities sold in a transaction that resulted in Losses in respect of which contribution is sought in such proceeding pursuant to this Section 8(d), exceed the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission (including as a result of any indemnification obligation hereunder). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e) The indemnity and contribution agreements contained in this Section 8 are in addition to any other liability that the indemnifying parties may otherwise have to the indemnified parties; provided that in no event shall any holder of Registrable Securities be liable to any indemnified parties with respect to any untrue statement or alleged untrue statement or omission or alleged omission in any Registration Statement, Prospectus or other offering document for any amount in excess of the amount by which the net proceeds to the indemnifying party from the sale of the Registrable Securities sold in the transaction that resulted in any liability, exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission (including as a result of any indemnification or contribution obligation hereunder). Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the

underwriting agreement shall control.

Section 9. Rule 144; Rule 144A; Restriction Removal.

(a) At all times after the effective date of the first registration statement filed by the Company under the Securities Act or the Exchange Act, the Company shall (i) file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner, (ii) take such further action as any holder of Registrable Securities may reasonably request, and (iii) furnish to each holder of Registrable Securities forthwith upon written request, (x) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Company, and (z) such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of Rule 144, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any holder of Registrable Securities, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

(b) At any time that the Company is not subject to the reporting requirements of the Exchange Act, each holder of Registrable Securities and each prospective holder of Registrable Securities that may consider acquiring Registrable Securities in reliance upon Rule 144A under the Securities Act (or any successor or similar rule then in force) (“Rule 144A”) shall have the right to request from the Company, and the Company will provide upon such request, such information regarding the Company and its business, assets and properties, if any, as is at the time required to be made available by the Company under the Rule 144A so as to enable such holder to transfer Registrable Securities to such prospective holder in reliance upon Rule 144A.

(c) The Company shall, promptly upon the request of any holder of Registrable Securities (and, to the extent necessary, the delivery of such Registrable Securities to the transfer agent therefor), cause any legend or stop-transfer instructions with respect to restrictions on transfer under the Securities Act of such Registrable Securities to be removed or otherwise eliminated if (i) such Registrable Securities are registered pursuant to an effective Registration Statement, (ii) in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Securities may be made without registration under the Securities Act, (iii) such holder provides the Company reasonable assurances that the Securities have been or are being sold pursuant to, or can then be sold by such holder without restriction or limitation under, Rule 144, or (iv) such holder certifies in writing that such holder is not an Affiliate of the Company and either (A) a holding period (determined as provided in Rule 144(d)) of at least six months has elapsed since the acquisition of such Registrable Securities from the Company or an Affiliate of the Company and such holder will only sell the Registrable Securities in accordance with Rule 144 (including, as applicable the, public information requirement thereof) or pursuant to an effective Registration Statement, or (B) a holding period (determined as provided in Rule 144(d)) of at least one year has elapsed since the acquisition of such Registrable Securities from the Company or an Affiliate of the Company. The Company shall be responsible for the fees and expenses of its transfer agent and DTC associated with the issuance of the Registrable Securities to the Stockholder and any legend or stop-transfer instruction removal or elimination in

accordance herewith.

Section 10. Underwritten Registrations. If any offering pursuant to a Registration Statement filed pursuant to Section 2 or Section 3 is an underwritten offering, the Stockholders whose Registrable Securities are included in such underwritten offering shall have the right to jointly select the managing and other underwriters to administer the offering, subject to approval by the Company, not to be unreasonably withheld, conditioned or delayed. The Company shall have the right to select the managing and other underwriters to administer any underwritten offering in connection with any Piggyback Registration.

No Person may participate in any underwritten offering hereunder unless such Person (i) agrees to sell the Registrable Securities it desires to have covered by the registration on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such customary underwriting arrangements; provided that such Person shall not be required to make any representations or warranties other than those related to title and ownership of shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other offering document in reliance upon and in conformity with written information furnished to the Company or the managing underwriter by such Person expressly for inclusion therein or to undertake any indemnification or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 8; provided, further, that such Person’s aggregate liability in respect of such representations and warranties, indemnification and contribution shall not exceed such Person’s net proceeds from the offering.

Section 11. Third Party Registration Rights. The Company shall not grant any Person any registration rights with respect to shares of Common Stock or any other securities of the Company other than registration rights that will not adversely affect the rights of the Stockholders hereunder (including by limiting in any way the number of Registrable Securities that could be included in any Registration Statement pursuant to Rule 415), and shall not otherwise enter into any agreement that is inconsistent with the rights and priorities granted to the Stockholders hereunder. Subject to the foregoing, nothing in this Agreement shall be deemed to prevent the Company from providing registration rights to any other Person on such terms as the board of directors of the Company deems desirable in its sole discretion. The Company shall at no time register any shares of Common Stock or other securities held by any Person that do not constitute Registrable Securities or Other Securities.

Section 12. Miscellaneous.

(a) Amendments, Waivers, Approvals and Consents. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of the Company and the holders of at least two-thirds of the Registrable Securities; provided, however, that any modification or amendment of this Agreement that would subject any Stockholder to differential treatment relative to the other Stockholders or that would in any manner impair or diminish, or otherwise have any adverse effect on, any of the rights or priorities of any Stockholder shall require the agreement of the

differentially treated or affected Stockholder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other holders of Registrable Securities may be given by holders of at least a majority of the Registrable Securities being sold by such holders pursuant to such Registration Statement may not be given without the written consent of the Company and the holders of at least a majority of the Registrable Securities; provided, however, that any modification or amendment of this Agreement that would subject any Stockholder to adverse differential treatment relative to the other Stockholders shall require the agreement of the differentially treated Stockholder. Any matter that hereunder expressly requires the approval, consent, agreement or request of, or selection by, the holders of Registrable Securities (or the holders of Registrable Securities included (or to be included) in a particular Registration Statement, Prospectus or underwritten offering) generally, as opposed to a matter that requires the approval, consent, agreement or request of, or selection by, a holder of Registrable Securities individually, shall require the approval, consent, agreement or request of, or selection by, as applicable, at least a majority of such Registrable Securities; provided that no such approval, consent, agreement, request or selection shall subject any Stockholder to differential treatment relative to the other Stockholders. For purposes of this Section 12(a), whether the written consent of holders of at least a majority of the Registrable Securities has been obtained shall be calculated assuming the full exchange of Units and the corresponding shares of Class B Common Stock for Class A Common Stock.

(b) Notices. All notices required to be given hereunder shall be in writing and (a) shall be personally delivered, (b) transmitted by facsimile or telecommunications mechanism; provided that any notice so given is also mailed as provided in clause (c), or (c) mailed by certified mail, return receipt requested, or overnight delivery service with proof of receipt maintained, at the following address (or any other address that any such party may designate by written notice to the other parties):

If to the Company, addressed to:

Adeptus Health Inc.

2941 Lake Vista, Suite 200

Lewisville, Texas 75067
Telephone: [ ]

E-mail: [ ]
Attention: [Timothy Fielding, Chief Financial Officer]

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

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017
Telephone: 212-455-2948

Facsimile: 212-455-2502
Attention: Joseph H. Kaufman

If to the other Stockholders, to the address or facsimile number set forth on the signatures pages hereto.

Any such notice shall be deemed effective (i) if given by telecommunication, when transmitted to the applicable number or e-mail so specified in (or pursuant to) this Section 12(b) and an appropriate answerback is received or, if transmitted after 4:00 p.m. local time on a business day in the jurisdiction to which such notice is sent or at any time on a day that is not a business day in the jurisdiction to which such notice is sent, then on the immediately following business day, (ii) if given by mail, on the first business day in the jurisdiction to which such notice is sent following the date three days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, on the business day when actually received at such address or, if not received on a business day, on the business day immediately following such actual receipt.

(c) Successors and Assigns; Stockholder Status. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent holders of Registrable Securities acquired, directly or indirectly, from the Stockholders. The rights of each Stockholder hereunder, including the right to have the Company register Registrable Securities in accordance with the terms hereof, shall be automatically assignable by each Stockholder to any Person who is the transferee of such Registrable Securities, or the securities convertible into (or exercisable or exchangeable for) such Registrable Securities, to which such rights relate; provided, however, that such successor or assign shall not be entitled to such rights unless the successor or assign shall have executed and delivered to the Company an Addendum Agreement substantially in the form of Exhibit A hereto promptly following the acquisition of such Registrable Securities, in which event such successor or assign shall be deemed a Stockholder for purposes of this Agreement. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained.

(d) Counterparts. This Agreement may be executed in two or more counterparts (which may be delivered by facsimile or other form of electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(f) Governing Law. The provisions of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

(g) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or

substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(h) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(i) Securities Held by the Company or its Subsidiaries. Whenever the consent or approval of holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its subsidiaries shall not be counted in determining whether such consent or approval was given by the holders of such required percentage.

(j) Term of Registration Rights. The registration rights granted pursuant to this Agreement shall terminate with respect to a Stockholder on the date on which such Stockholder ceases to own Registrable Securities or securities which are convertible into or exchangeable for Registrable Securities, and upon such termination, the obligations of such Stockholder hereunder shall terminate; provided, however, that, as to such Stockholder, the indemnities, agreements, representations and warranties of the Company with respect to any registration effected hereunder prior to such termination will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of such Stockholder, or any representatives, officers, directors, partners managers, members or controlling persons thereof; and provided, further, that for the avoidance of doubt, any underwriter lock-up that a Stockholder has executed prior to a Stockholder’s termination in accordance with this clause shall remain in effect in accordance with its terms. With respect to any Stockholder that holds only Class B Common Stock, (A) such Stockholder shall have registration rights only under Section 3 of this Agreement (and not under Section 2 or Section 4) if, and so long as, (i) such Stockholder is not an Affiliate of the Company, (ii) such Stockholder, together with its Affiliates, holds less than one percent (1%) of the outstanding shares of Common Stock, and (iii) a Shelf Registration Statement or an Exchange Registration Statement is effective and available relating to the resale or delivery, as the case may be, of Class A Common Stock issuable upon the exchange of all of the Units and shares of Class B Common Stock held by such Stockholder, and (B) no such Stockholder that meets the requirements of clauses (i) and (ii) of this sentence shall be subject to Section 5 of this Agreement on or after the first year anniversary of the closing date of the IPO; provided, that, for the avoidance of doubt, any underwriter lock-up that such Stockholder has executed prior to such first year anniversary shall remain in effect in accordance with its terms.

(k) Specific Performance. The parties hereto recognize and agree that money damages may be insufficient to compensate the holders of any Registrable Securities for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof (without the necessity of posting a bond or other

security or proving actual damages) will be available in the event of any such breach.

(l) Consent to Jurisdiction. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in New York, and appropriate appellate courts therefrom, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or proceeding may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved.

Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by Section 12(b).

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(m) Rules of Construction. Unless the context otherwise requires, (a) all references to Sections, Exhibits or Annexes are to Sections, Exhibits or Annexes contained in or attached to this Agreement, (b) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter and (c) the use of the word “including” in this Agreement shall be by way of example rather than limitation.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	ADEPTUS HEALTH INC.


	By:
		Name:
		Its:


	[HOLDERS OF REGISTRABLE SECURITIES]

[Registration Rights Agreement Signature Page]

EXHIBIT A

ADDENDUM AGREEMENT

This Addendum Agreement is made this day of , 20 , by and between (the “New Stockholder”) and Adeptus Health Inc. (the “Company”), pursuant to a Registration Rights Agreement dated as of [ ], 2014 (as the same may be amended from time to time, the “Agreement”), between and among the Company and the Stockholders. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

WITNESSETH:

WHEREAS, the Company has agreed to provide registration rights with respect to the Registrable Securities as set forth in the Agreement; and

WHEREAS, the New Stockholder has acquired Registrable Securities directly or indirectly from a Stockholder; and

WHEREAS, the Company and the Stockholders have required in the Agreement that all persons desiring registration rights must enter into an Addendum Agreement binding the New Stockholder to the Agreement to the same extent as if it were an original party thereto;

NOW, THEREFORE, in consideration of the mutual promises of the parties, the New Stockholder acknowledges that it has received and read the Agreement and that the New Stockholder shall be bound by, and shall have the benefit of, all of the terms and conditions set out in the Agreement to the same extent as if it were an original party to the Agreement and shall be deemed to be a Stockholder thereunder.


	New Stockholder

Address (for notices pursuant to Section 12(b) of the Agreement):

AGREED TO on behalf of ADEPTUS HEALTH INC. pursuant to Section 12(c) of the Agreement.

	ADEPTUS HEALTH INC.

	By:
	Name:
	Title:

EX-10.15 9 a2220259zex-10_15.htm EX-10.15

Exhibit 10.15

FORM OF
ADEPTUS HEALTH INC.
2014 OMNIBUS INCENTIVE PLAN

1. Purpose. The purpose of the Adeptus Health Inc. 2014 Omnibus Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders.

2. Definitions. The following definitions shall be applicable throughout the Plan.

(a) “Absolute Share Limit” has the meaning given such term in Section 5(b) of the Plan.

(b) “Affiliate” means any Person that directly or indirectly controls, is controlled by or is under common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

(c) “Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award and Performance Compensation Award granted under the Plan.

(d) “Board” means the Board of Directors of the Company.

(e) “Cause” means, as to any Participant, unless the applicable Award agreement states otherwise, (i) “Cause”, as defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination; or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained therein), (A) the Participant’s gross negligence or willful misconduct in the performance of Participant’s duties to the Service Recipient; (B) the determination of the Board that the Participant has committed a felony or other crime causing harm to the Company or its Affiliates or any act constituting fraud with respect to the Company or its Affiliates; (C) breach by the Participant of any terms or conditions of any agreement or obligation to the Company or its Affiliates; (D) the Participant shall have refused to perform directives of the Board or any officer to whom such Participant reports, or the board of directors of any Affiliate (or any officer of such Affiliate) that are consistent with the scope and nature of Participant’s duties and responsibilities as an employee or service provider of the Company or its Affiliates; or (E) the Participant shall have engaged in the unlawful use (including being under the influence) or possession of illegal drugs.

(f) “Change in Control” means:

(i) the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock, treating, for the avoidance of doubt, all then-outstanding LLC Units as shares of Common Stock assuming the full exchange of then-outstanding LLC Units for shares of Common Stock in accordance with the Exchange Provision or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate; (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate; or (III) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of Persons including the Participant (or any entity controlled by the Participant or any group of Persons including the Participant);

(ii) during any period of 24 months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or

(iii) the sale, transfer or other disposition of all or substantially all of the assets of the Company to any Person that is not an Affiliate of the Company.

(g) “Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

(h) “Committee” means the Compensation Committee of the Board or subcommittee thereof if required with respect to actions taken to comply with Section 162(m) of the Code in respect of Awards or, if no such Compensation Committee or subcommittee thereof exists, the Board.

(i) “Common Stock” means the Class A common stock, par value $0.01 per share, of the Company (and any stock or other securities into which such Common Stock may be converted or into which it may be exchanged).

(j) “Company” means Adeptus Health Inc., a Delaware corporation, and any successor thereto.

(k) “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.

(l) “Designated Foreign Subsidiaries” means all Affiliates organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

(m) “Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Company or its Affiliates; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Service Recipient for Cause; (iii) the breach of any noncompetition, nonsolicitation or other agreement containing restrictive covenants, with the Company or its Affiliates; or (iv) fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion.

(n) “Disability” means, as to any Participant, unless the applicable Award agreement states otherwise, (i) “Disability”, as defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination; or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Disability” contained therein), a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or an Affiliate, or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability commenced. Any determination of whether Disability exists shall be made by the Company in its sole and absolute discretion.

(o) “Effective Date” means [ ], 2014.

(p) “Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act; (ii) an “outside director” within the meaning of Section 162(m) of the Code; and (iii) an “independent director” under the rules of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or a person meeting any similar requirement under any successor rule or regulation.

(q) “Eligible Person” means any (i) individual employed by the Company or an Affiliate; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate who may be offered securities registrable pursuant to a registration statement on

Form S-8 under the Securities Act; or (iv) any prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or one of its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or providing services to the Company or one of its Affiliates), who, in the case of each of clauses (i) through (iv) above has entered into an Award agreement or who has received written notification from the Committee or its designee that they have been selected to participate in the Plan. Solely for purposes of this Section 2(q), “Affiliate” shall be limited to: (1) a Subsidiary; (2) any parent corporation of the Company within the meaning of Section 424(e) of the Code (“Parent”); (3) any corporation, trade or business of which 50% or more of the combined voting power of such entity’s outstanding securities is directly or indirectly controlled by the Company or any Subsidiary or Parent; or (4) any corporation, trade or business which, directly or indirectly, controls 50% or more of the combined voting power of the outstanding securities of the Company.

(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

(s) “Exchange Provision” means Section 3.6 of the LLC Agreement.

(t) “Exercise Price” has the meaning given such term in Section 7(b) of the Plan.

(u) “Fair Market Value” means, on a given date, if (i) the Common Stock is listed on a national securities exchange, the closing sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on such date, or, if there are no such sales on that date, then on the last preceding date on which such sales were reported; (ii) the Common Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) the Common Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee in good faith to be the fair market value of the Common Stock; provided, however, as to any Awards granted on or with a Date of Grant of the date of the pricing of the Company’s initial public offering, “Fair Market Value” shall be equal to the per share price the Common Stock is offered to the public in connection with such initial public offering.

(v) “Immediate Family Members” has the meaning given such term in Section 14(b) of the Plan.

(w) “Incentive Stock Option” means an Option which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.

(x) “Indemnifiable Person” has the meaning given such term in Section 4(e) of the Plan.

(y) “LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Adeptus Health, LLC.

(z) “LLC Units” means the Units (as defined in the LLC Agreement) of Adeptus Health LLC.

(aa) “Negative Discretion” means the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award consistent with Section 162(m) of the Code.

(bb) “Nonqualified Stock Option” means an Option which is not designated by the Committee as an Incentive Stock Option.

(cc) “Non-Employee Director” means a member of the Board who is not an employee of the Company or any Affiliate.

(dd) “NYSE” means the New York Stock Exchange.

(ee) “Option” means an Award granted under Section 7 of the Plan.

(ff) “Option Period” has the meaning given such term in Section 7(c) of the Plan.

(gg) “Other Stock-Based Award” means an Award granted under Section 10 of the Plan.

(hh) “Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to the Plan.

(ii) “Performance Compensation Award” means any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.

(jj) “Performance Criteria” means the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goals for a Performance Period with respect to any Performance Compensation Award under the Plan.

(kk) “Performance Formula” means, for a Performance Period, the one or more objective formulae applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.

(ll) “Performance Goals” means, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.

(mm) “Performance Period” means the one or more periods of time of not less than 12 months, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award.

(nn) “Permitted Transferee” has the meaning set forth in Section 14(b) of the Plan.

(oo) “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision).

(pp) “Plan” means this Adeptus Health Inc. 2014 Omnibus Incentive Plan, as it may be amended from time to time.

(qq) “Restricted Period” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

(rr) “Restricted Stock” means Common Stock, subject to certain specified restrictions (which may include, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(ss) “Restricted Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property, subject to certain restrictions (which may include, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(tt) “SAR Period” has the meaning given such term in Section 8(c) of the Plan.

(uu) “Securities Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

(vv) “Service Recipient” means, with respect to a Participant holding a given Award, either the Company or an Affiliate of the Company by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides, or following a Termination was most recently providing, services, as applicable.

(ww) “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.

(xx) “Strike Price” has the meaning given such term in Section 8(b) of the Plan.

(yy) “Subsidiary” means, with respect to any specified Person:

(i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of such entity’s voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(ii) any partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

(zz) “Substitute Award” has the meaning given such term in Section 5(e) of the Plan.

(aaa) “Sub-Plans” means, any sub-plan to this Plan that has been adopted by the Board or the Committee for the purpose of permitting the offering of Awards to employees of certain Designated Foreign Subsidiaries or otherwise outside the United States of America, with each such sub-plan designed to comply with local laws applicable to offerings in such foreign jurisdictions. Although any Sub-Plan may be designated a separate and independent plan from the Plan in order to comply with applicable local laws, the Absolute Share Limit shall apply in the aggregate to the Plan and any Sub-Plan adopted hereunder.

(bbb) “Termination” means the termination of a Participant’s employment or service, as applicable, with the Service Recipient.

3. Effective Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.

4. Administration.

(a) The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan) or necessary to obtain the exception for performance-based compensation under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the time he or she takes any action with respect to an Award under the Plan that is subject to Rule 16b-3 or Section 162(m) of the Code, as applicable, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred

on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (x) adopt Sub-Plans.

(c) Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of the Company or any Subsidiary the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards to persons (i) who are Non-Employee Directors or otherwise are subject to Section 16 of the Exchange Act or (ii) who are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code.

(d) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any of its Affiliates, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.

(e) No member of the Board, the Committee or any employee or agent of the Company or any Subsidiary (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award hereunder (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable

Person may be involved by reason of any action taken or omitted to be taken or determination made under the Plan or any Award agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined as provided below that the Indemnifiable Person is not entitled to be indemnified); provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s or any Subsidiary’s organizational documents, as a matter of law, individual indemnification agreement or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.

(f) Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. Any such actions by the Board shall be subject to the applicable rules of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted. In any such case, the Board shall have all the authority granted to the Committee under the Plan.

5. Grant of Awards; Shares Subject to the Plan; Limitations.

(a) The Committee may, from time to time, grant Awards to one or more Eligible Persons.

(b) Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan, no more than [ ] shares of Common Stock (the “Absolute Share Limit”) shall be available for Awards under the Plan; (ii) subject to Section 12 of the Plan, grants of Options or SARs under the Plan in respect of no more than [ ] shares of Common Stock may be made to any individual Participant during any single fiscal year of the Company (for this purpose, if a SAR is granted in tandem with an Option (such that the SAR expires with respect to the number of shares of Common Stock for which the Option is exercised), only the shares underlying the Option shall count against this limitation); (iii) subject to Section 12 of the Plan, no more than the number of shares of Common Stock equal to the Absolute Share Limit may be issued in the aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan; (iv) subject to Section 12 of the Plan, no more than

[ ] shares of Common Stock may be issued in respect of Performance Compensation Awards denominated in shares of Common Stock granted pursuant to Section 11 of the Plan to any individual Participant for a single fiscal year during a Performance Period (or with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year), or in the event such share denominated Performance Compensation Award is paid in cash, other securities, other Awards or other property, no more than the Fair Market Value of such shares of Common Stock on the last day of the Performance Period to which such Award relates; (v) the maximum number of shares of Common Stock subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during the fiscal year, shall not exceed $[ ] in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes); and (vi) the maximum amount that can be paid to any individual Participant for a single fiscal year during a Performance Period (or with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year) pursuant to a Performance Compensation Award denominated in cash (described in Section 11(a) of the Plan) shall be $[ ].

(c) Other than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, terminated, settled in cash, or otherwise is settled without delivery to the Participant of the full number of shares of Common Stock to which the Award related, the undelivered shares will again be available for grant. Shares of Common Stock withheld in payment of the exercise price or taxes relating to an Award and shares equal to the number of shares surrendered in payment of any Exercise Price or Strike Price, or taxes relating to an Award, shall be deemed to constitute shares not issued to the Participant and shall be deemed to again be available for Awards under the Plan; provided, however, that such shares shall not become available for issuance hereunder if either: (i) the applicable shares are withheld or surrendered following the termination of the Plan; or (ii) at the time the applicable shares are withheld or surrendered, it would constitute a material revision of the Plan subject to stockholder approval under any then-applicable rules of the national securities exchange on which the Common Stock is listed.

(d) Shares of Common Stock issued by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased on the open market or by private purchase or a combination of the foregoing.

(e) Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by the Company or with which the Company combines (“Substitute Awards”). Substitute Awards shall not be counted against the Absolute Share Limit; provided, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number of shares of Common Stock available for Awards of Incentive Stock Options under the Plan. Subject to applicable stock exchange requirements, available shares under a stockholder approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for

Awards under the Plan and shall not reduce the number of shares of Common Stock available for issuance under the Plan.

6. Eligibility. Participation in the Plan shall be limited to Eligible Persons.

7. Options.

(a) General. Each Option granted under the Plan shall be evidenced by an Award agreement, in written or electronic form, which agreement need not be the same for each Participant. Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

(b) Exercise Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant); provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share on the Date of Grant.

(i) Options shall vest and become exercisable in such manner and on such date or dates or upon such events as determined by the Committee; provided, however, that notwithstanding any such vesting dates or events, the Committee may in its sole discretion accelerate the vesting of any Options at any time and for any reason. Options shall expire upon a date determined by the Committee, not to exceed 10 years (the “Option Period”); provided, that if the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then the Option Period shall be automatically extended until the 30th

day following the expiration of such prohibition. Notwithstanding the foregoing, in no event shall the Option Period exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate.

(ii) Unless otherwise provided by the Committee, whether in an Award agreement or otherwise, in the event of: (A) a Participant’s Termination by the Service Recipient for Cause, all outstanding Options granted to such Participant shall immediately terminate and expire; (B) a Participant’s Termination due to death or Disability, each outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for one year thereafter (but in no event beyond the expiration of the Option Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for 90 days thereafter (but in no event beyond the expiration of the Option Period).

(d) Method of Exercise and Form of Payment. No shares of Common Stock shall be issued pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld. Options which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company (or telephonic instructions to the extent provided by the Committee) in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable: (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual issuance of such shares to the Company); provided, that such shares of Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit in its sole discretion, including, without limitation (A) in other property having a fair market value on the date of exercise equal to the Exercise Price; (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise issuable in respect of an Option that are needed to pay the Exercise Price and all applicable required withholding and any other applicable taxes. Any fractional shares of Common Stock shall be settled in cash.

(e) Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying

disposition is any disposition (including, without limitation, any sale) of such Common Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession, as agent for the applicable Participant, of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Common Stock.

(f) Compliance With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as amended from time to time, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.

8. Stock Appreciation Rights.

(a) General. Each SAR granted under the Plan shall be evidenced by an Award agreement. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.

(b) Strike Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the strike price (“Strike Price”) per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted shall have a Strike Price equal to the Exercise Price of the corresponding Option.

(i) A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner and on such date or dates or upon such events as determined by the Committee; provided, however, that notwithstanding any such vesting dates or events, the Committee may in its sole discretion accelerate the vesting of any SAR at any time and for any reason. SARs shall expire upon a date determined by the Committee, not to exceed 10 years (the “SAR Period”); provided, that if the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition.

(ii) Unless otherwise provided by the Committee, whether in an Award agreement or otherwise, in the event of: (A) a Participant’s Termination by the Service

Recipient for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire; (B) a Participant’s Termination due to death or Disability, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for one year thereafter (but in no event beyond the expiration of the SAR Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for 90 days thereafter (but in no event beyond the expiration of the SAR Period).

(d) Method of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded.

(e) Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess of the Fair Market Value of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash.

(f) Substitution of SARs for Nonqualified Stock Options. The Committee shall have the authority in its sole discretion to substitute, without the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in shares of Common Stock (or settled in shares or cash in the sole discretion of the Committee) for outstanding Nonqualified Stock Options; provided that (i) the substitution shall not otherwise result in a modification of the terms of any such Nonqualified Stock Option; (ii) the number of shares of Common Stock underlying the substituted SARs shall be the same as the number of shares of Common Stock underlying such Nonqualified Stock Options; and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Nonqualified Stock Options.

9. Restricted Stock and Restricted Stock Units.

(a) General. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement. Each Restricted Stock and Restricted Stock Unit so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.

(b) Stock Certificates and Book-Entry; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered in the name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release of the applicable restrictions, the

Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver (in a manner permitted under Section 14(a) of the Plan or as otherwise determined by the Committee) an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including, without limitation, the right to vote such Restricted Stock; provided that if the lapsing of restrictions with respect to any grant of Restricted Stock is contingent on satisfaction of performance conditions (other than or in addition to the passage of time), any dividends payable on such shares of Restricted Stock shall be held by the Company and delivered (without interest) to the Participant within 15 days following the date on which the restrictions on such Restricted Stock lapse (and the right to any such accumulated dividends shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate). To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company.

(i) The Restricted Period with respect to Restricted Stock and Restricted Stock Units shall lapse in such manner and on such date or dates or upon such events determined by the Committee; provided, however, that notwithstanding any such dates or events, the Committee may in its sole discretion accelerate the lapse of the Restricted Period at any time and for any reason.

(ii) Unless otherwise provided by the Committee, whether in an Award agreement or otherwise, in the event of a Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock or Restricted Stock Units, as applicable, have vested (i) all vesting with respect to such Participant’s Restricted Stock or Restricted Stock Units shall cease and (ii) unvested shares of Restricted Stock and unvested Restricted Stock Units, as applicable, shall be forfeited to the Company by the Participant, for no consideration, as of the date of such Termination.

(d) Issuance of Restricted Stock and Settlement of Restricted Stock Units.

(i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall issue to the Participant, or his or her beneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry notation) evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if

any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value (on the date of distribution) equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.

(ii) Unless otherwise provided by the Committee in an Award agreement or otherwise, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall issue to the Participant, or his or her beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part shares of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units; or (ii) defer the issuance of shares of Common Stock (or cash or part shares of Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period if such extension would not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of issuing shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units. To the extent provided in an Award agreement, the holder of outstanding Restricted Stock Units shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, at the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying Restricted Stock Units are settled following the release of restrictions on such Restricted Stock Units, and, if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent payments.

(e) Legends on Restricted Stock. Each certificate, if any, or book-entry representing Restricted Stock awarded under the Plan, shall bear a legend or book-entry notation substantially in the form of the following, in addition to any other information the Company deems appropriate, until the lapse of all restrictions with respect to such shares of Common Stock:

TRANSFER OF [THIS CERTIFICATE AND] THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE ADEPTUS HEALTH INC. 2014 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT BETWEEN ADEPTUS HEALTH INC. AND PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ADEPTUS HEALTH INC.

10. Other Stock-Based Awards. The Committee may issue unrestricted Common Stock, rights to receive grants of Awards at a future date, or other Awards denominated in Common Stock (including, without limitation, performance shares or performance units), under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Other Stock-Based Award granted under the Plan shall be evidenced by an Award agreement. Each Other Stock-Based Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.

11. Performance Compensation Awards.

(a) General. The Committee shall have the authority, at or before the time of grant of any Award, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. The Committee shall also have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything in the Plan to the contrary, if the Company determines that a Participant who has been granted an Award designated as a Performance Compensation Award is not (or is no longer) a “covered employee” (within the meaning of Section 162(m) of the Code), the terms and conditions of such Award may be modified without regard to any restrictions or limitations set forth in this Section 11 (but subject otherwise to the provisions of Section 13 of the Plan).

(b) Discretion of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s) that is (are) to apply and the Performance Formula(e). Within the first 90 days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.

(c) Performance Criteria. The Performance Criteria that will be used to establish the Performance Goal(s) may be based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing) and shall be limited to the following, which may be determined in accordance with generally accepted accounting principles (“GAAP”) or on a non-GAAP basis: (i) net earnings, net income (before or after taxes) or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may but are not required to be measured on a per share basis; (viii) earnings before or after interest,

taxes, depreciation and/or amortization with or without adjustment for specified items (including EBIT, EBITDA and Adjusted EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage year-end cash position or book value; (xxvii) strategic objectives; or (xxviii) any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another Performance Criteria, or used on an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole or any divisions or operational and/or business units, product lines, brands, business segments, administrative departments of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period.

(d) Modification of Performance Goal(s). In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining stockholder approval. Unless otherwise determined by the Committee at the time a Performance Compensation Award is granted, the Committee shall, during the first 90 days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority at such time would not cause the Performance Compensation Awards granted to any Participant for such Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, specify adjustments or modifications to be made to the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (vi)

acquisitions or divestitures; (vii) any other specific, unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) discontinued operations and nonrecurring charges; and (x) a change in the Company’s fiscal year.

(e) Payment of Performance Compensation Awards.

(i) Condition to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.

(ii) Limitation. Unless otherwise provided in the applicable Award agreement, a Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.

(iii) Certification. Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion.

(iv) Use of Negative Discretion. In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion. Unless otherwise provided in the applicable Award agreement, the Committee shall not have the discretion to: (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section 5 of the Plan.

(f) Timing of Award Payments. Unless otherwise provided in the applicable Award agreement, Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11. Any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (i) with respect to a Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (ii) with respect to a Performance Compensation Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a share of Common Stock from the date such Award is deferred to the payment date. Any Performance Compensation Award that is deferred

and is otherwise payable in shares of Common Stock shall be credited (during the period between the date as of which the Award is deferred and the payment date) with dividend equivalents (in a manner consistent with the methodology set forth in the last sentence of Section 9(d)(ii) of the Plan).

12. Changes in Capital Structure and Similar Events. In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the shares of Common Stock or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including, without limitation, any or all of the following:

(i) adjusting any or all of (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan); and (C) the terms of any outstanding Award, including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate; (2) the Exercise Price or Strike Price with respect to any Award; or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);

(ii) providing for a substitution or assumption of Awards (or awards of an acquiring company), accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time (which shall not be required to be more than 10 days) for Participants to exercise outstanding Awards prior to the occurrence of such event (and any such Award not so exercised shall terminate upon the occurrence of such event); and

(iii) cancelling any one or more outstanding Awards and causing to be paid to the holders holding vested Awards (including any Awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event), including, without limitation, in the case of an outstanding Option or

SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor);

provided, however, that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Any such adjustment shall be conclusive and binding for all purposes. Payments to holders pursuant to clause (iii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction, the holder of the number of shares of Common Stock covered by the Award at such time (less any applicable Exercise Price or Strike Price). In addition, prior to any payment or adjustment contemplated under this Section 12, the Committee may require a Participant to (A) represent and warrant as to the unencumbered title to his Awards; (B) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Stock and (C) deliver customary transfer documentation as reasonably determined by the Committee.

13. Amendments and Termination.

(a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if: (i) such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 12 of the Plan) or (iii) it would materially modify the requirements for participation in the Plan; provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 13(b) of the Plan without stockholder approval.

(b) Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively (including after a Participant’s Termination); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that without stockholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR; (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment that is greater than the intrinsic value (if any) of the cancelled Option or SAR and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted.

14. General.

(a) Award Agreements. Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation, the effect on such Award of the death, Disability or Termination of a Participant, or of such other events as may be determined by the Committee. For purposes of the Plan, an Award agreement may be in any such form (written or electronic) as determined by the Committee (including, without limitation, a Board or Committee resolution, an employment agreement, a notice, a certificate or a letter) evidencing the Award. The Committee need not require an Award agreement to be signed by the Participant or a duly authorized representative of the Company.

(b) Nontransferability. (i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant (including, without limitation, except as may be prohibited by applicable law, pursuant to a domestic relations order) other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statement promulgated by the Securities and Exchange Commission (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit of the Participant and his or her

Immediate Family Members; (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members; or (D) a beneficiary to whom donations are eligible to be treated as “charitable contributions” for federal income tax purposes;

(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.

(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that: (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the Termination of the Participant under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.

(c) Dividends and Dividend Equivalents. The Committee in its sole discretion may provide a Participant as part of an Award with dividends, dividend equivalents, or similar payments in respect of Awards, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including, without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards; provided, that no dividends, dividend equivalents or other similar payments shall be payable in respect of outstanding (i) Options or SARs; or (ii) unearned Performance Compensation Awards or other unearned Awards subject to performance conditions (other than or in addition to the passage of time) (although dividends, dividend equivalents or other similar payments may be accumulated in respect of unearned Awards and paid within 15 days after such Awards are earned and become payable or distributable).

(d) Tax Withholding.

(i) A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold,

from any cash, shares of Common Stock, other securities or other property issuable or deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding or any other applicable taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding or any other applicable taxes.

(ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that with respect to shares withheld pursuant to clause (B), the number of such shares may not have a Fair Market Value greater than the minimum required statutory withholding liability.

(e) No Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or any Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or any Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award agreement, except to the extent of any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

(f) International Participants. With respect to Participants who reside or work outside of the United States of America and who are not (and who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may, in its sole discretion, amend the terms of the Plan or Sub-Plans or outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.

(g) Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.

(h) Termination. Except as otherwise provided in an Award agreement, unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with one Service Recipient to employment or service with another Service Recipient (or vice-versa) shall be considered a Termination; and (ii) if a Participant undergoes a Termination of employment, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be considered a Termination for purposes of the Plan. Further, unless otherwise determined by the Committee, in the event that any Service Recipient ceases to be an Affiliate of the Company (by reason of sale, divestiture, spin-off or other similar transaction), unless a Participant’s employment or service is transferred to another entity that would constitute a Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction.

(i) No Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award agreement, no person shall be entitled to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been issued or delivered to such person.

(j) Government and Other Regulations.

(i) The obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act

any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of the Company or any Affiliate issued under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award agreement, the Federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on certificates representing shares of Common Stock or other securities of the Company or any Affiliate issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities of the Company or any Affiliate issued under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.

(ii) The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or issued, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of issuance of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

(k) No Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award agreement or by action of the Committee in writing prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.

(l) Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(m) Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

(n) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(o) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself.

(p) Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan or as required by applicable law.

(q) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

(r) Severability. If any provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any

person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(s) Obligations Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

(t) 409A of the Code.

(i) Notwithstanding any provision of the Plan to the contrary, it is intended that the provisions of this Plan comply with Section 409A of the Code, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with this Plan (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as separate payments.

(ii) Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.

(iii) Unless otherwise provided by the Committee in an Award agreement or otherwise, in the event that the timing of payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation

pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder or (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder.

(u) Clawback/Forfeiture. Notwithstanding anything to the contrary contained herein, an Award agreement may provide that the Committee may in its sole discretion cancel such Award if the Participant has engaged in or engages in any Detrimental Activity. The Committee may also provide in an Award agreement that if the Participant otherwise has engaged in or engages in any Detrimental Activity, the Participant will forfeit any gain realized on the vesting or exercise of such Award, and must repay the gain to the Company. The Committee may also provide in an Award agreement that if the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

(v) Expenses; Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

EX-16.1 10 a2220259zex-16_1.htm EX-16.1

Exhibit 16.1

May 21, 2014

U.S. Securities and Exchange Commission

Office of the Chief Accountant

100 F Street, N.E.

Washington, DC 20549

Re: Adeptus Health Inc.

Dear Sir or Madam:

We have read the section entitled Change in Independent Registered Public Accounting Firm of the Form S-1 dated May 21, 2014, of Adeptus Health Inc. and subsidiaries and agree with the statements concerning our firm contained therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Grant Thornton LLP

EX-23.1 11 a2220259zex-23_1.htm EX-23.1
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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Owners
Adeptus Health LLC and Subsidiaries:

We consent to the use of our report dated March 14, 2014, with respect to the consolidated balance sheets of Adeptus Health LLC and Subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in owners' equity, and cash flows for each of the years in the two-year period ended December 31, 2013, included herein and to the reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP

Dallas, Texas
May 21, 2014

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm
EX-23.2 12 a2220259zex-23_2.htm EX-23.2
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Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Adeptus Health Inc.:

We consent to the use of our report dated March 14, 2014, with respect to the balance sheet of Adeptus Health Inc. as of March 14, 2014, included herein and to the reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP

Dallas, Texas
May 21, 2014

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Exhibit 23.2

Consent of Independent Registered Public Accounting Firm
EX-23.3 13 a2220259zex-23_3.htm EX-23.3
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Exhibit 23.3

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 14, 2014, with respect to the financial statements of SCP III AIV THREE—FCER Blocker, Inc. included in the Registration Statement (Form S-1) and related Prospectus of Adeptus Health Inc. for the registration of its common stock.


/s/ Ernst & Young LLP
Baltimore, MD May 21, 2014

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Exhibit 23.3

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Adeptus Health Inc.

/s/ THOMAS S. HALL

Thomas S. Hall

President and Chief Executive Officer