Common use of ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST Clause in Contracts

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST. FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and in accordance with (a) that certain Contribution and Purchase Agreement (the “Contribution and Purchase Agreement”) dated as of November 20, 2009 between Press Xxxxx Associates, Inc., an Indiana corporation (“PGA”), PG Holdco, LLC, a Delaware limited liability company (“Parent”), Xxxxxxxx Xxxxxxx (“Assignor”), and Xxxx Xxxxx (“Xxxxx”), and (b) that certain letter dated November 20, 2009 from Parent to Assignor and Xxxxx, Assignor hereby sells, distributes, assigns, bargains, transfers and conveys, free and clear of all Liens (as defined in the Contribution and Purchase Agreement) or restrictions on voting or transfer or other encumbrances of any nature, other than those arising under the U.S. federal and state securities laws, unto PGA (“Assignee”): (i) all right, title and interest of Assignor in 8,500,000 Voting Shares and 829,865 Nonvoting Shares, which together constitute the entire limited liability company interest owned by Assignor (the “Assigned Interests”) in Patientlmpact LLC, an Illinois limited liability company (the “Company”), and does hereby irrevocably constitute and appoint as its attorney-in-fact to transfer the Assigned Interests on the books of the Company with full power of substitution in the premises; and (ii) all right and interest of Assignor in, to and under the limited liability company agreement of the Company, as amended and/or restated through the date hereof, including, without limitation, Assignor’s right and interest in and to any capital accounts of the Company. Assignor hereby resigns and withdraws as a Member of the Company, effective upon delivery of this Assignment. Dated: November 20, 2009 /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx [Assignment of Limited Liability Company Interest]

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST. FOR GOOD AND VALUABLE CONSIDERATIONFor good and valuable consideration, the receipt receipt, adequacy and sufficiency of which are hereby acknowledged, and in accordance with (a) that certain Contribution and Purchase Agreement Xxxxxx Scottsdale Investors VI, L.L.C., a Delaware limited liability company (the “Contribution and Purchase Agreement”) dated as of November 20, 2009 between Press Xxxxx Associates, Inc., an Indiana corporation (“PGAAssignor”), PG Holdcohereby unconditionally and irrevocably assigns, transfers and conveys to SHR Scottsdale Investor, LLC, a Delaware limited liability company (the “ParentAssignee”), Xxxxxxxx Xxxxxxx (“all of the Assignor”), and Xxxx Xxxxx (“Xxxxx”), and (b) that certain letter dated November 20, 2009 from Parent to Assignor and Xxxxx, Assignor hereby sells, distributes, assigns, bargains, transfers and conveys, free and clear of all Liens (as defined in the Contribution and Purchase Agreement) or restrictions on voting or transfer or other encumbrances of any nature, other than those arising under the U.S. federal and state securities laws, unto PGA (“Assignee”): (i) all ’s right, title and interest of Assignor in 8,500,000 Voting Shares and 829,865 Nonvoting Shares, which together constitute the entire limited liability company interest owned by Assignor to Assignor’s 50% Percentage Interest (the “Assigned InterestsInterest”) in Patientlmpact FMT Scottsdale Holdings, LLC, an Illinois a Delaware limited liability company (the “Company”). Other than the representations in this Assignment, Assignor does not make any representation or warranty with respect to the Assigned Interest. The Assigned Interest equals all of the Assignor’s limited liability company interest in the Company immediately prior to the execution of this instrument. The Assignor hereby withdraws from the Company and does directs that all allocations and distributions of profits, losses, income, cash flow, capital and other items on account of the Assigned Interest be made to the Assignee or its designees from and after the date hereof. The Assignor hereby irrevocably constitute appoints the Assignee as the Assignor’s true and appoint as its lawful attorney-in-fact to transfer make, execute and deliver, in the Assigned Interests on the books Assignor’s name, place and stead, any and all amendments to or restatements of the Company with full power of substitution in the premises; and (ii) all right and interest of Assignor in, to and under the Company’s limited liability company agreement and any other documents currently in effect governing the Company and any other documents and instruments that the Assignee may deem either reasonably necessary or advisable to effect and evidence the assignment made herein. Assignor represents and warrants to the Assignee that Assignor is the true and lawful owner of the CompanyAssigned Interest, free and clear of all liens, claims, pledges, security interests and other encumbrances of any kind or nature whatsoever (whether arising by contract, operation of law or otherwise). This Assignment is made and effective as amended and/or restated through the date hereofof March 31, including2014. XXXXXX SCOTTSDALE INVESTORS VI, without limitationL.L.C. a Delaware limited liability company By: Xxxxxx Acquisition REOC Master VI, Assignor’s right and interest in and to any capital accounts of the Company. Assignor hereby resigns and withdraws as a Member of the CompanyL.L.C., effective upon delivery of this Assignment. Datedits sole member By: November 20Xxxxxx Street Real Estate Fund VI-Q, 2009 L.P., its managing member By: Xxxxxx Street Managers VI, L.P., its general partner By: WSC Managers VI, Inc., its general partner By: /s/ Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx [Assignment of Limited Liability Company Interest]Name: Xxxxxx Xxxxxxx

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST. FOR GOOD AND VALUABLE CONSIDERATIONFor good and valuable consideration, the receipt receipt, adequacy and sufficiency of which are hereby acknowledged, and in accordance with (a) that certain Contribution and Purchase Agreement Xxxxxx Scottsdale Investors VI, L.L.C., a Delaware limited liability company (the “Contribution and Purchase Agreement”) dated as of November 20, 2009 between Press Xxxxx Associates, Inc., an Indiana corporation (“PGAAssignor”), PG Holdcohereby unconditionally and irrevocably assigns, transfers and conveys to SHR FPH Investor, LLC, a Delaware limited liability company (the “ParentAssignee”), Xxxxxxxx Xxxxxxx (“all of the Assignor”), and Xxxx Xxxxx (“Xxxxx”), and (b) that certain letter dated November 20, 2009 from Parent to Assignor and Xxxxx, Assignor hereby sells, distributes, assigns, bargains, transfers and conveys, free and clear of all Liens (as defined in the Contribution and Purchase Agreement) or restrictions on voting or transfer or other encumbrances of any nature, other than those arising under the U.S. federal and state securities laws, unto PGA (“Assignee”): (i) all ’s right, title and interest of Assignor in 8,500,000 Voting Shares and 829,865 Nonvoting Shares, which together constitute the entire limited liability company interest owned by Assignor to Assignor’s 50% Percentage Interest (the “Assigned InterestsInterest”) in Patientlmpact XXXXXX/SHR FPH Holdings, LLC, an Illinois a Delaware limited liability company (the “Company”). Other than the representations in this Assignment, Assignor does not make any representation or warranty with respect to the Assigned Interest. The Assigned Interest equals all of the Assignor’s limited liability company interest in the Company immediately prior to the execution of this instrument. The Assignor hereby withdraws from the Company and does directs that all allocations and distributions of profits, losses, income, cash flow, capital and other items on account of the Assigned Interest be made to the Assignee or its designees from and after the date hereof. The Assignor hereby irrevocably constitute appoints the Assignee as the Assignor’s true and appoint as its lawful attorney-in-fact to transfer make, execute and deliver, in the Assigned Interests on the books Assignor’s name, place and stead, any and all amendments to or restatements of the Company with full power of substitution in the premises; and (ii) all right and interest of Assignor in, to and under the Company’s limited liability company agreement and any other documents currently in effect governing the Company and any other documents and instruments that the Assignee may deem either reasonably necessary or advisable to effect and evidence the assignment made herein. Assignor represents and warrants to the Assignee that Assignor is the true and lawful owner of the CompanyAssigned Interest, free and clear of all liens, claims, pledges, security interests and other encumbrances of any kind or nature whatsoever (whether arising by contract, operation of law or otherwise). This Assignment is made and effective as amended and/or restated through the date hereofof March 31, including2014. XXXXXX SCOTTSDALE INVESTORS VI, without limitationL.L.C. a Delaware limited liability company By: Xxxxxx Acquisition REOC Master VI, Assignor’s right and interest in and to any capital accounts of the Company. Assignor hereby resigns and withdraws as a Member of the CompanyL.L.C., effective upon delivery of this Assignment. Datedits sole member By: November 20Xxxxxx Street Real Estate Fund VI-Q, 2009 L.P., its managing member By: Xxxxxx Street Managers VI, L.P., its general partner By: WSC Managers VI, Inc., its general partner By: /s/ Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxx [Assignment of Limited Liability Company Interest]Title: Vice President