Common use of Redemption Option Clause in Contracts

Redemption Option. If, at any time on or prior to the Forced Sale Lockout End Date with respect to Formation Member, the NorthStar Member permits a Healthcare Platform Transfer, then, within thirty (30) days after the completion of the Healthcare Platform Transfer, so long as the Formation Member has not been removed as Administrative Member, the NorthStar Member shall deliver Notice (a “Redemption Notice”) to the Formation Member of such Healthcare Platform Transfer. The Formation Member shall then have the right, by delivering Notice to the NorthStar Member (the “Redemption Acceptance Notice”) within thirty (30) days from receiving the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Redemption Closing”). The Redemption Closing shall occur on a date and at a place designated by the NorthStar Member, which is not more than sixty (60) days after the Formation Member has delivered the Redemption Acceptance Notice. The purchase price for the Interest of the Formation Member shall be (x) the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of the date of the Healthcare Platform Transfer (as determined through the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03, plus (y) if, and only if, the Redemption Closing occurs prior to the Forced Sale Lockout End Date applicable to the NorthStar Member, an amount equal to (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6) shall be paid to the Formation Member at the Redemption Closing for each month beginning on the date of the Redemption Closing and ending on the Forced Sale Lockout End Date applicable to the NorthStar Member (which shall be prorated for any period less than a calendar month based on the number of days during such period).

Redemption Option. IfThe Company shall have the right and option, upon 30 days' prior written notice to each Registered Holder, to, at any time on thereafter, call, redeem and acquire all or a portion of the Series A Warrants which remain outstanding and unexercised at the date fixed for redemption (the "Series A Warrant Redemption Date") at a price of $.01 per Series A Warrant if, and only if, the average of the closing bid and closing asked price per share of the Common Stock for each of the 20 consecutive trading days immediately prior to the Forced Sale Lockout End mailing of said notification, and for each day thereafter until the Series A Warrant Redemption Date with respect to Formation Member, the NorthStar Member permits a Healthcare Platform Transfer, then, within thirty (30) days after the completion shall have exceeded 133.3% of the Healthcare Platform Transfer, so long as the Formation Member has not been removed as Administrative Member, the NorthStar Member shall deliver Notice (a “Redemption Notice”) to the Formation Member of such Healthcare Platform Transferthen Exercise Price. The Formation Member Series A Warrant Holders shall then in all events have the right, by delivering Notice to right during the NorthStar Member (the “Redemption Acceptance Notice”) within thirty (30) days from receiving the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Redemption Closing”). The Redemption Closing shall occur on a date and at a place designated by the NorthStar Member, which is not more than sixty (60) days after the Formation Member has delivered the Redemption Acceptance Notice. The purchase price for the Interest of the Formation Member shall be (x) the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of period immediately following the date of such notice and prior to the Healthcare Platform Transfer (as determined through Series A Warrant Redemption Date to exercise the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed Series A Warrants in accordance with the provisions of Section 11.03, plus (y) if, 3 hereof. No call for redemption and only if, no redemption of the Redemption Closing occurs prior to the Forced Sale Lockout End Date applicable to the NorthStar Member, an amount equal to (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6) Series A Warrants shall be paid to made unless the Formation Member at Company shall have an effective registration statement under the Redemption Closing for each month beginning Act on file during such period from the date of mailing of the notice of redemption through the applicable redemption date with the Commission and all applicable state securities commissions relating to the Common Stock and the Warrant Shares, except that this obligation, as it relates to the Warrant Shares or Common Stock, may be satisfied if such Warrant Shares or Common Stock, respectively, may be transferred publicly in accordance with Rule 144 or otherwise without registration under the Act. In the event that any Series A Warrants are exercised following notice but prior to redemption, this call option shall be deemed not to have been exercised by the Company as to the Series A Warrants so exercised. The redemption notice shall require each Warrant Holder to surrender the Series A Warrants on or before the Redemption Closing Date in accordance with the provisions of the redemption notice. In the event the Series A Warrant Certificates representing the Series A Warrants called for redemption have not been surrendered for redemption and ending cancellation on the Forced Sale Lockout End Date applicable to the NorthStar Member (which redemption date, such Series A Warrants shall be prorated for any period less deemed to have expired and all rights of the holders of such unsurrendered Series A Warrants shall cease and terminate, other than a calendar month based on the number of days during right to receive the redemption price without interest; provided, however, that such period)right to receive the redemption price shall itself expire one year from the Series A Warrant Redemption Date if no claim is made therefor prior to such date.

Redemption Option. If, at any time on Any holder of July 2005 Notes or prior to July 2007 Notes (the Forced Sale Lockout End Date with respect to Formation Member, the NorthStar Member permits a Healthcare Platform Transfer, then, within thirty (30) days after the completion of the Healthcare Platform Transfer, so long as the Formation Member has not been removed as Administrative Member, the NorthStar Member shall deliver Notice (a “Redemption NoticeJuly Notes”) may, in lieu of exchanging the July 2005 Notes for Notes issued pursuant to this Agreement or in lieu of retaining the Formation Member of July 2007 Notes, elect to have the July Notes redeemed in whole or in part pursuant to this Agreement. Any such Healthcare Platform Transferredemption shall be reflected on Schedule I hereto. The Formation Member shall then have the right, by delivering Notice to the NorthStar Member redemption price (the “Redemption Acceptance NoticePrice”) within thirty (30) days from receiving for notes being redeemed pursuant hereto shall be equal to the amount of principal being redeemed. The portion of each such note that is redeemed pursuant hereto is referred to as the “Redeemed Portion.” On the Closing Date, the Company will pay to each Purchaser the Redemption NoticePrice with respect to the Redeemed Portion(s) of the July Notes held by such Purchaser and as to which this redemption option has been elected, and the Purchaser will return the originally signed July 2005 Note and/or July 2007 Note, as applicable, to cause the NorthStar Member Company. If less than the entire principal amount of the July 2005 Note and/or July 2007 is being redeemed, then the Company will, within a reasonable period of time, deliver a replacement note to purchase the Purchaser to evidence the remaining principal balance thereof (or, in the case of a July 2005 Note, the Company will issue a Note to the Holder to evidence the unredeemed amount). Each redeeming Purchaser acknowledges and agrees that, upon receipt of the Redemption Price, the Redeemed Portion will have been paid in full and will no longer be outstanding, and such Purchaser acknowledges that the Purchaser will have no further rights or entitlements under such note(s) with respect to the Redeemed Portion. Except for the payment of the Redemption Price and the satisfaction of Accrued Registration Fees and accrued interest in accordance with this Agreement, such Purchaser hereby knowingly and voluntarily waives, releases and forever discharges the Company and the Company’s subsidiaries, parent companies, officers, directors, employees, shareholders, and Affiliates (collectively, the “Released Parties”) from any and all claims, demands, damages, lawsuits, obligations, promises, and causes of action of any kind whatsoever, both known and unknown, at law or in equity, that the Purchaser may have had or has against the Released Parties at any time from the Formation Member its entire Interest (the “Redemption Closing”). The Redemption Closing shall occur on a date beginning of time up to and at a place designated by the NorthStar Member, which is not more than sixty (60) days after the Formation Member has delivered the Redemption Acceptance Notice. The purchase price for the Interest of the Formation Member shall be (x) the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of including the date of the Healthcare Platform Transfer (as determined through the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs this Agreement relating to such a sale were paid, all other liabilities or arising from the Redeemed Portion of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03, plus (y) if, and only if, the Redemption Closing occurs prior to the Forced Sale Lockout End Date applicable to the NorthStar Member, an amount equal to (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6) shall be paid to the Formation Member at the Redemption Closing for each month beginning on the date of the Redemption Closing and ending on the Forced Sale Lockout End Date applicable to the NorthStar Member (which shall be prorated for any period less than a calendar month based on the number of days during such period)July Notes.

Redemption Option. IfThe rights set forth in this Section 4 are given ----------------- to Xxx Xxxxx, Xxxxxx Xxxxx, and the New Shareholders only (collectively, the "Redeeming Shareholders"), and not to McGurl, Loomis, or X'Xxxxx: (a) Each of the Redeeming Shareholders, or their Related Transferees, as the case may be, shall have the right, at any time on or prior after June 29, 1995, to have all, but not less than all, of such Redeeming Shareholder's respective shares of Purchase Stock [as defined in subsection (d) below] redeemed by the Corporation by delivering written notice requesting the same to the Forced Sale Lockout End Date with respect to Formation Member, the NorthStar Member permits a Healthcare Platform Transfer, then, within Corporation at least thirty (30) days after prior to the completion of date upon which such redemption is being requested (the Healthcare Platform Transfer"Redemption Date"). (b) The redemption price to be paid by the Corporation for any Purchase Stock shall be Three Dollars ($3.00) per share, so long as together with accrued interest thereon from the Formation Member has not been removed as Administrative Member, date on which such Redeeming Shareholder purchased such Purchase Stock (the NorthStar Member shall deliver Notice (a “Redemption Notice”"Purchase Date") to the Formation Member of such Healthcare Platform Transfer. The Formation Member shall then have the right, by delivering Notice to the NorthStar Member (the “Redemption Acceptance Notice”) within thirty (30) days from receiving the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Redemption Closing”). The Redemption Closing shall occur on a date and Date at a place designated by variable rate which shall be the NorthStar Member"Base Rate" (or its equivalent) of the Bank of Boston, Boston, Massachusetts, as in effect on each annual anniversary of the Purchase Date (each such date being hereinafter referred to as an "Anniversary Date"), which is not more than sixty (60) days after the Formation Member has delivered the Redemption Acceptance Notice. The purchase price interest shall accrue at such rate for the Interest annual period then ending and be compounded annually upon each such Anniversary Date, and said interest rate to be set with respect to any portion of the Formation Member shall be (x) the amount that would be distributed to the Formation Member if all any annual period in which a redemption of the assets of the Venture were sold for fair market value Purchase Stock occurs hereunder as of the date Redemption Date. (c) The redemption price shall be payable in cash to a Redeeming Shareholder on the Redemption Date. (d) The term "Purchase Stock" as used in this Agreement shall mean the Stock purchased by a Redeeming Shareholder pursuant to his Stock Purchase Agreement, whether then held by such Redeeming Shareholder, or his Related Transferees, as the case may be, increased or decreased by any stock dividend, subdivision, or combination, but not including any stock purchased pursuant to warrants for any Stock of the Healthcare Platform Transfer (as determined through the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03, plus (y) if, and only if, the Redemption Closing occurs prior to the Forced Sale Lockout End Date applicable to the NorthStar Member, an amount equal to (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6) shall be paid to the Formation Member at the Redemption Closing for each month beginning on the date of the Redemption Closing and ending on the Forced Sale Lockout End Date applicable to the NorthStar Member (which shall be prorated for any period less than a calendar month based on the number of days during such period)Corporation.

Redemption Option. If(a) In the event (i) any Executive ceases to be employed by, at or to serve as an officer, or director for, the Company or its Subsidiaries for any time on reason or, (ii) a Corporate Family Member of an Executive ceases for any reason to be a Corporate Family Member of such Executive and thereafter fails to comply with the requirements of paragraph 4(g) hereof or, (iii) any Corporate Family Member of an Executive shall fail to comply with any requirement made pursuant to Clause 4(h) hereof (any such event being in respect of such Executive or prior Corporate Family Member, his or its "Termination"), all of the Executive Stock held by such Executive or, as the case may be, such Corporate Family Member, other than Ordinary Shares acquired pursuant to paragraph 1 hereof, (whether held by such Executive or Corporate Family Member or one or more of such Executive's transferees, "Redeemable Stock") may be redeemed or purchased by the Company and/or the MDCP Co-Investors pursuant to the Forced Sale Lockout End Date with respect terms and conditions set forth in this paragraph 4 (the "Redemption Option"). For the avoidance of doubt (but without prejudice to Formation Memberrights to redeem or purchase Ordinary Shares issued or issuable upon conversion of convertible shares), Ordinary Shares acquired pursuant to paragraph 1 hereof are not subject to redemption or purchase pursuant to this paragraph 4 or otherwise." (b) In the case of any Termination other than a termination of an Executive's employment for Cause, the NorthStar Member permits a Healthcare Platform Transferpurchase price for each Class A Convertible Share, thenClass B Convertible Share and Class C Convertible Share shall be such Executive's Original Cost for such share, within thirty (30) days after and the completion purchase price for each Class D Convertible Share and Ordinary Share shall be the Fair Market Value for such share. In the event of the Healthcare Platform Transfer, so long as the Formation Member has not been removed as Administrative Memberan Executive's termination for Cause, the NorthStar Member purchase price for each Convertible Share and each Ordinary Share shall deliver Notice be the lower of (a “i) the Fair Market Value of such share and (ii) the Original Cost for such share. (c) The Company may elect to redeem or purchase all or any portion of an Executive's Redeemable Stock by delivering written notice (the "Redemption Notice”") to the Formation Member holder or holders of such Healthcare Platform Transfer. The Formation Member shall then have Executive's Redeemable Stock within 90 days after such Executive's Termination (180 days in the right, by delivering Notice to the NorthStar Member (the “Redemption Acceptance Notice”) within thirty (30) days from receiving the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Redemption Closing”case of such Executive's Termination upon death or disability). The Redemption Closing Notice shall occur set forth the number of shares of Redeemable Stock to be acquired from each holder of such Executive's Redeemable Stock, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be redeemed or purchased by the Company shall first be satisfied to the extent possible from the shares of Redeemable Stock held by such Executive at the time of delivery of the Redemption Notice. If the number of shares of Redeemable Stock then held by such Executive is less than the total number of shares of Redeemable Stock the Company has elected to redeem or purchase, the Company shall purchase the remaining shares elected to be redeemed or purchased from the other holder(s) of such Executive's Redeemable Stock under this Agreement, pro rata according to the number of shares of such Executive's Redeemable Stock held by such other holder(s) at the time of delivery of such Redemption Notice (determined as close as practicable to the nearest whole shares). The number of shares of Redeemable Stock to be purchased hereunder shall be allocated among such Executive and the other holders of such Executive's Redeemable Stock (if any) pro rata according to the number of shares of such Executive's Redeemable Stock to be purchased from such persons. (d) If for any reason following an Executive's Termination, the Company does not elect to purchase all of such Executive's Redeemable Stock pursuant to the Redemption Option, the MDCP Co-Investors shall be entitled to exercise the Redemption Option for the shares of Redeemable Stock the Company has not elected to purchase in accordance with paragraph 4(c) (the "Available Shares"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after such Executive's Termination, the Company shall give written notice (the "Redemption Option Notice") to the MDCP Co-Investors setting forth the number of Available Shares and the aggregate purchase price therefor. The MDCP Co-Investors may elect to purchase any or all of the Available Shares by giving written notice to the Company within 30 days after the Redemption Option Notice has been given by the Company. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Redeemable Stock as to the number of shares being purchased from such holder hereunder by the MDCP Co-Investors (the "Supplemental Redemption Notice"). At the time the Company delivers the Supplemental Redemption Notice to the holder(s) of Redeemable Stock, the Company shall also deliver written notice to the MDCP Co-Investors setting forth the number of shares the MDCP Co-Investors are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class D Convertible Shares and Ordinary Shares to be repurchased under paragraph 4(c) and this paragraph 4(d) shall be allocated among the Company and the MDCP Co-Investors pro rata according to the number of shares of Redeemable Stock to be purchased by each of them. (e) The closing of the purchase and sale of the Redeemable Stock pursuant to the Repurchase Option shall take place on a the date and at a place designated by the NorthStar MemberCompany in the Redemption Notice or Supplemental Redemption Notice (as the case may be), which is date shall not be more than sixty (60) 60 days nor less than five days after the Formation Member has delivered delivery of the later of either such notice to be delivered. The Company and/or the Investors shall pay for the Redeemable Stock to be purchased pursuant to the Redemption Acceptance Notice. The Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The purchasers of Redeemable Stock hereunder shall be entitled to receive customary representations and warranties from the Interest sellers regarding the sellers' good title to such shares free and clear of any liens or encumbrances). (f) In the event that the Company or the MDCP Co-Investors elect to exercise rights to redeem or purchase Redeemable Stock pursuant to this paragraph 4, the Company or MDCP Co-Investors shall make all Redeemable Stock acquired pursuant to this paragraph 4 available for sale to any member of the Formation Member shall be (x) the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of the date of the Healthcare Platform Transfer (as determined through the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed Company's management approved in accordance with the provisions Management Equity Plan as promptly as practicable after a transferee has been identified in accordance with the Management Equity Plan; provided that the obligations of Section 11.03, plus (ythe Company and the MDCP Co-Investors pursuant to this paragraph 4(f) if, and only if, the Redemption Closing occurs prior shall be subject to the Forced management member so identified purchasing the Convertible Shares or Ordinary Shares at the same price, in the same manner and on the same terms on which the Company or the MDCP Co-Investors acquired the Redeemable Stock. (g) The right of the Company and the MDCP Co-Investors to repurchase Class D Convertible Shares and Ordinary Shares pursuant to this paragraph 4 shall terminate upon the earlier of a Sale Lockout End Date applicable of the Company or a Listing. (h) If any Corporate Family Member shall cease to be a Corporate Family Member of an Executive, it shall be required forthwith to notify the NorthStar Member, an amount equal Company of the fact and the manner of such cessation and within 30 days thereafter to transfer all Executive Stock held by it to such Executive and/or his Family Members. (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6) The Company shall be paid entitled at any time to require any Corporate Family Member to procure the certification to the Formation Member at the Redemption Closing for each month beginning on the date Company of the Redemption Closing persons owning the voting shares of such Corporate Family Member and ending on of the Forced Sale Lockout End Date applicable manner in which appointments of its directors are controlled, and of the beneficial ownership of all shares of such Corporate Family Member entitled to all of the capital, dividend and other economic interests therein, and to require that such certification shall be supported by appropriate opinions and/or declarations of counsel and directors of such Corporate Family Member. (j) If any Corporate Family Member shall fail to comply with a requirement of the Company made hereunder to the NorthStar Member (which reasonable satisfaction of the Company and within a period reasonably specified by the Company for compliance, the Company shall be prorated for any entitled by 30 days notice in writing to such Corporate Family Member to declare that unless it shall have complied with such requirement to the Company's reasonable satisfaction within the period less than of such notice, it shall thereupon cease to be a calendar month based on the number Corporate Family Member and sub-paragraph (h) of days during such period)this paragraph 4 shall thereupon have effect.

Redemption Option. If(i) If Axxx Xxxxxx ceases to be employed by the Company or any of its Subsidiaries (as defined below) as a result of Axxx Xxxxxx’x termination for Cause (as defined below), at any time on or and if such termination occurs prior to the Forced Sale Lockout End Date with respect to Formation Member, the NorthStar Member permits a Healthcare Platform Transferan IPO (as defined below), then, on the date the Company or, where appropriate, a Subsidiary delivers notice of termination of employment for Cause to Mx. Xxxxxx, each Share issued hereunder to the Trust (a “Redemption Share”) shall be subject to redemption (a “Redemption Option”) by the Company for a price equal to the Fair Market Value (as defined below) of such Redemption Share. (ii) As used herein, the term “Cause” shall mean: (i) the commission by Axxx Xxxxxx of a felony; (ii) the unauthorized disclosure of confidential proprietary information of the Company which disclosure Axxx Xxxxxx knows or reasonably should have known would be reasonably likely to result in material damage to the Company; (iii) the breach by Axxx Xxxxxx of any material provision of the Second Amended and Restated Employment Agreement (the “Employment Agreement”) between Carrols Corporation, a Delaware company, and Axxx Xxxxxx, dated March 27, 1997, as amended, which breach, if curable, is not remedied within thirty (30) days after Axxx Xxxxxx’x receipt of written notice thereof provided, however, that the completion Company need not permit Axxx Xxxxxx to cure any breach which has been the subject of a prior written notice; (iv) the engagement by Axxx Xxxxxx in material self-dealing in breach of fiduciary duties with respect to the Company’s assets or properties unless disclosed to and approved by the disinterested members of the Healthcare Platform Transfer, so long as Board of Directors of the Formation Member has not been removed as Administrative Member, the NorthStar Member shall deliver Notice (a “Redemption Notice”) to the Formation Member of such Healthcare Platform Transfer. The Formation Member shall then have the right, by delivering Notice to the NorthStar Member Company (the “Redemption Acceptance Notice”) within thirty (30) days from receiving the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Redemption ClosingBoard”). The Redemption Closing shall occur on a date and at a place designated ; (v) act of gross misconduct resulting in currently quantifiable material financial damage to the Company in connection with Axxx Xxxxxx’x duties under the Employment Agreement; or (vi) chronic alcohol or drug abuse rendering Axxx Xxxxxx incapable of carrying out his duties under the Employment Agreement as determined in good faith by the NorthStar Member, which Board continuing after Axxx Xxxxxx is not more than sixty (60) days after the Formation Member has delivered the Redemption Acceptance Notice. The purchase price for the Interest of the Formation Member shall be (x) the amount that would be distributed given a reasonable opportunity to the Formation Member if all of the assets of the Venture were sold for fair market value as of the date of the Healthcare Platform Transfer (as determined through the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all obtain medical or other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03, plus (y) if, and only if, the Redemption Closing occurs prior to the Forced Sale Lockout End Date applicable to the NorthStar Member, an amount equal to (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6) shall be paid to the Formation Member at the Redemption Closing for each month beginning on the date of the Redemption Closing and ending on the Forced Sale Lockout End Date applicable to the NorthStar Member (which shall be prorated for any period less than a calendar month based on the number of days during such period)appropriate treatment or rehabilitation.

Redemption Option. If(a) In the event (i) any Executive ceases to be employed by, at or to serve as an officer, or director for, the Company or its Subsidiaries for any time on reason or, (ii) a Corporate Family Member of an Executive ceases for any reason to be a Corporate Family Member of such Executive and thereafter fails to comply with the requirements of paragraph 4(f) hereof, or prior (iii) any Corporate Family Member of an Executive shall fail to comply with any requirement made pursuant to paragraph 4(g) hereof (any such event being in respect of such Executive or Corporate Family Member, his or its “Termination”), all of the Redeemable Stock held by such Executive or, as the case may be, such Corporate Family Member (whether held by such Executive or Corporate Family Member or one or more of such Executive’s transferees) may be redeemed or purchased by the Company pursuant to the Forced Sale Lockout End Date with respect terms and conditions set forth in this paragraph 4 (the “Redemption Option”). For the avoidance of doubt, Class D Convertible Shares, Class I Convertible Shares and Ordinary Shares are not subject to Formation Memberredemption or purchase pursuant to this paragraph 4 or otherwise. (b) In the case of any Termination, the NorthStar Member permits a Healthcare Platform Transferpurchase price for each Class A1 Convertible Share, thenClass A2 Convertible Share, within thirty and Class A3 Convertible Share shall be such Executive’s Original Cost for such share. (30c) days after The Company may elect to redeem or purchase all or any portion of an Executive’s Redeemable Stock by delivering written notice (the completion of the Healthcare Platform Transfer, so long as the Formation Member has not been removed as Administrative Member, the NorthStar Member shall deliver Notice (a “Redemption Notice”) to the Formation Member holder or holders of such Healthcare Platform TransferExecutive’s Redeemable Stock within 90 days after such Executive’s Termination (180 days in the case of such Executive’s Termination upon death or disability). The Formation Member Redemption Notice shall then have set forth the rightnumber of shares of Redeemable Stock to be acquired from each holder of such Executive’s Redeemable Stock, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be redeemed or purchased by delivering Notice the Company shall first be satisfied to the NorthStar Member extent possible from the shares of Redeemable Stock held by such Executive at the time of delivery of the Redemption Notice. If the number of shares of Redeemable Stock then held by such Executive is less than the total number of shares of Redeemable Stock the Company has elected to redeem or purchase, the Company shall purchase the remaining shares elected to be redeemed or purchased from the other holder(s) of such Executive’s Redeemable Stock under this Agreement, pro rata according to the number of shares of such Executive’s Redeemable Stock held by such other holder(s) at the time of delivery of such Redemption Notice (determined as close as practicable to the “Redemption Acceptance Notice”nearest whole shares). The number of shares of Redeemable Stock to be purchased hereunder shall be allocated among such Executive and the other holders of such Executive’s Redeemable Stock (if any) within thirty pro rata according to the number of shares of such Executive’s Redeemable Stock to be purchased from such persons. (30d) days from receiving The closing of the purchase and sale of the Redeemable Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Redemption Closing”). The Redemption Closing which date shall occur on a date and at a place designated by the NorthStar Member, which is not be more than sixty (60) 60 days nor less than five days after the Formation Member has delivered delivery of the later of either such notice to be delivered. The Company shall pay for the Redeemable Stock to be purchased pursuant to the Redemption Acceptance Notice. The Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The purchasers of Redeemable Stock hereunder shall be entitled to receive customary representations and warranties from the Interest sellers regarding the sellers’ good title to such shares free and clear of any liens or encumbrances). (e) In the event that the Company elects to exercise rights to redeem or purchase Redeemable Stock pursuant to this paragraph 4, the Company shall make all Redeemable Stock acquired pursuant to this paragraph 4 available for sale to any member of the Formation Member shall be (x) the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of the date of the Healthcare Platform Transfer (as determined through the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed Company’s management approved in accordance with the provisions Management Equity Plan as promptly as practicable after a transferee has been identified in accordance with the Management Equity Plan; provided that the obligations of Section 11.03, plus (y) if, and only if, the Redemption Closing occurs prior Company pursuant to the Forced Sale Lockout End Date applicable to the NorthStar Member, an amount equal to (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6this paragraph 4(e) shall be paid subject to the Formation Member management member so identified purchasing the Class A1 Convertible Shares, Class A2 Convertible Shares, and Class A3 Convertible Shares at the Redemption Closing for each month beginning same price, in the same manner and on the date same terms on which the Company acquired the Redeemable Stock. (f) If any Corporate Family Member shall cease to be a Corporate Family Member of an Executive, it shall be required forthwith to notify the Company of the Redemption Closing fact and ending on the Forced Sale Lockout End Date applicable manner of such cessation and within 30 days thereafter to transfer all Executive Stock held by it to such Executive and/or his Family Members. (g) The Company shall be entitled at any time to require any Corporate Family Member to procure the certification to the NorthStar Company of the persons owning the voting shares of such Corporate Family Member (and of the manner in which appointments of its directors are controlled, and of the beneficial ownership of all shares of such Corporate Family Member entitled to all of the capital, dividend and other economic interests therein, and to require that such certification shall be prorated supported by appropriate opinions and/or declarations of counsel and directors of such Corporate Family Member. (h) If any Corporate Family Member shall fail to comply with a requirement of the Company made hereunder to the reasonable satisfaction of the Company and within a period reasonably specified by the Company for any compliance, the Company shall be entitled by 30 days notice in writing to such Corporate Family Member to declare that unless it shall have complied with such requirement to the Company’s reasonable satisfaction within the period less than of such notice, it shall thereupon cease to be a calendar month based on the number Corporate Family Member and sub-paragraph (h) of days during such period)this paragraph 4 shall thereupon have effect.

Redemption Option. If, at At any time on or prior after the fifth (5th) anniversary of the Series CC Original Issue Date (as defined in Article Eighth), upon the written request (a “Series CC Redemption Request”) of any holder of Series CC Preferred Stock, the Corporation shall redeem from such holders all, but not less than all, of the then issued and outstanding shares of Series CC Preferred Stock held by such holder ( “Series CC Redemption Shares”) at the Series CC Redemption Price. Upon its receipt of a Series CC Redemption Request, the Corporation shall, within ten (10) days of its receipt of such request, send to the Forced Sale Lockout End Date (i) each holder of Series CC Preferred Stock, with respect to Formation Memberwhose shares no Series CC Redemption Request has been delivered to the Company, and (ii) each holder of Series AA Preferred Stock written notice indicating that a Series CC Redemption Request has been received by the NorthStar Member permits Company and listing the number of shares of Series CC Preferred Stock subject to the Series CC Redemption Request (each such notice, a Healthcare Platform Transfer, then“Series CC Redemption Request Notice”). If the Company subsequently receives, within thirty twenty (3020) days after the completion following delivery of the Healthcare Platform Transfer, so long as the Formation Member has not been removed as Administrative Member, the NorthStar Member shall deliver relevant Series CC Redemption Request Notice (an “Applicable Redemption Request Deadline”), a “Series CC Redemption Notice”Request from any holder of Series CC Preferred Stock or a Series AA Redemption Request from a requisite number of holders of Series AA Preferred Stock pursuant to Section 2(b) to of this Article Tenth, then all such Series CC Redemption Requests and such Series AA Redemption Request shall be treated by the Formation Member of Corporation as if the Corporation had received all such Healthcare Platform Transfer. The Formation Member shall then have the right, by delivering Notice to the NorthStar Member requests simultaneously (the redemption of all shares of Series AA Preferred Stock and Series CC Preferred Stock pursuant to such requests (including the initial Series CC Redemption Request) is hereinafter referred to as an “Redemption Acceptance Notice”) within thirty (30) days from receiving the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Redemption ClosingApplicable Redemption”). The Redemption Closing date of redemption shall occur be on a date and at a place designated selected by the NorthStar Member, which Corporation that is not more no later than sixty (60) 180 days after receipt by the Formation Member has delivered the Redemption Acceptance Notice. The purchase price for the Interest Corporation of the Formation Member shall be initial Series CC Redemption Request (x) the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of the date of the Healthcare Platform Transfer (as determined through the an “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03, plus (y) if, and only if, the Applicable Redemption Closing occurs prior to the Forced Sale Lockout End Date applicable to the NorthStar Member, an amount equal to (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6) shall be paid to the Formation Member at the Redemption Closing for each month beginning on the date of the Redemption Closing and ending on the Forced Sale Lockout End Date applicable to the NorthStar Member (which shall be prorated for any period less than a calendar month based on the number of days during such periodDate”).

Redemption Option. If(a) In the event (i) any Executive ceases to be employed by, at or to serve as an officer, or director for, the Company or its Subsidiaries for any time on reason or, (ii) a Corporate Family Member of an Executive ceases for any reason to be a Corporate Family Member of such Executive and thereafter fails to comply with the requirements of paragraph 4(g) hereof or, (iii) any Corporate Family Member of an Executive shall fail to comply with any requirement made pursuant to Clause 4(h) hereof (any such event being in respect of such Executive or prior Corporate Family Member, his or its "Termination"), all of the Executive Stock held by such Executive or, as the case may be, such Corporate Family Member, other than Ordinary Shares acquired pursuant to paragraph 1 hereof, (whether held by such Executive or Corporate Family Member or one or more of such Executive's transferees, "Redeemable Stock") may be redeemed or purchased by the Company and/or the MDCP Co-Investors pursuant to the Forced Sale Lockout End Date with respect terms and conditions set forth in this paragraph 4 (the "Redemption Option"). For the avoidance of doubt (but without prejudice to Formation Memberrights to redeem or purchase Ordinary Shares issued or issuable upon conversion of convertible shares), Ordinary Shares acquired pursuant to paragraph 1 hereof are not subject to redemption or purchase pursuant to this paragraph 4 or otherwise. (b) In the case of any Termination other than a termination of an Executive's employment for Cause, the NorthStar Member permits a Healthcare Platform Transferpurchase price for each Class A Convertible Share, thenClass B Convertible Share and Class C Convertible Share shall be such Executive's Original Cost for such share, within thirty (30) days after and the completion purchase price for each Class D Convertible Share and Ordinary Share shall be the Fair Market Value for such share. In the event of the Healthcare Platform Transfer, so long as the Formation Member has not been removed as Administrative Memberan Executive's termination for Cause, the NorthStar Member purchase price for each Convertible Share and each Ordinary Share shall deliver Notice be the lower of (a “i) the Fair Market Value of such share and (ii) the Original Cost for such share. (c) The Company may elect to redeem or purchase all or any portion of an Executive's Redeemable Stock by delivering written notice (the "Redemption Notice”") to the Formation Member holder or holders of such Healthcare Platform Transfer. The Formation Member shall then have Executive's Redeemable Stock within 90 days after such Executive's Termination (180 days in the right, by delivering Notice to the NorthStar Member (the “Redemption Acceptance Notice”) within thirty (30) days from receiving the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Redemption Closing”case of such Executive's Termination upon death or disability). The Redemption Closing Notice shall occur set forth the number of shares of Redeemable Stock to be acquired from each holder of such Executive's Redeemable Stock, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be redeemed or purchased by the Company shall first be satisfied to the extent possible from the shares of Redeemable Stock held by such Executive at the time of delivery of the Redemption Notice. If the number of shares of Redeemable Stock then held by such Executive is less than the total number of shares of Redeemable Stock the Company has elected to redeem or purchase, the Company shall purchase the remaining shares elected to be redeemed or purchased from the other holder(s) of such Executive's Redeemable Stock under this Agreement, pro rata according to the number of shares of such Executive's Redeemable Stock held by such other holder(s) at the time of delivery of such Redemption Notice (determined as close as practicable to the nearest whole shares). The number of shares of Redeemable Stock to be purchased hereunder shall be allocated among such Executive and the other holders of such Executive's Redeemable Stock (if any) pro rata according to the number of shares of such Executive's Redeemable Stock to be purchased from such persons. (d) If for any reason following an Executive's Termination, the Company does not elect to purchase all of such Executive's Redeemable Stock pursuant to the Redemption Option, the MDCP Co-Investors shall be entitled to exercise the Redemption Option for the shares of Redeemable Stock the Company has not elected to purchase in accordance with paragraph 4(c) (the "Available Shares"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after such Executive's Termination, the Company shall give written notice (the "Redemption Option Notice") to the MDCP Co-Investors setting forth the number of Available Shares and the aggregate purchase price therefor. The MDCP Co-Investors may elect to purchase any or all of the Available Shares by giving written notice to the Company within 30 days after the Redemption Option Notice has been given by the Company. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Redeemable Stock as to the number of shares being purchased from such holder hereunder by the MDCP Co-Investors (the "Supplemental Redemption Notice"). At the time the Company delivers the Supplemental Redemption Notice to the holder(s) of Redeemable Stock, the Company shall also deliver written notice to the MDCP Co-Investors setting forth the number of shares the MDCP Co-Investors are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class D Convertible Shares and Ordinary Shares to be repurchased under paragraph 4(c) and this paragraph 4(d) shall be allocated among the Company and the MDCP Co-Investors pro rata according to the number of shares of Redeemable Stock to be purchased by each of them. (e) The closing of the purchase and sale of the Redeemable Stock pursuant to the Repurchase Option shall take place on a the date and at a place designated by the NorthStar MemberCompany in the Redemption Notice or Supplemental Redemption Notice (as the case may be), which is date shall not be more than sixty (60) 60 days nor less than five days after the Formation Member has delivered delivery of the later of either such notice to be delivered. The Company and/or the Investors shall pay for the Redeemable Stock to be purchased pursuant to the Redemption Acceptance Notice. The Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The purchasers of Redeemable Stock hereunder shall be entitled to receive customary representations and warranties from the Interest sellers regarding the sellers' good title to such shares free and clear of any liens or encumbrances). (f) In the event that the Company or the MDCP Co-Investors elect to exercise rights to redeem or purchase Redeemable Stock pursuant to this paragraph 4, the Company or MDCP Co-Investors shall make all Redeemable Stock acquired pursuant to this paragraph 4 available for sale to any member of the Formation Member shall be (x) the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of the date of the Healthcare Platform Transfer (as determined through the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed Company's management approved in accordance with the provisions Management Equity Plan as promptly as practicable after a transferee has been identified in accordance with the Management Equity Plan; provided that the obligations of Section 11.03, plus (ythe Company and the MDCP Co-Investors pursuant to this paragraph 4(f) if, and only if, the Redemption Closing occurs prior shall be subject to the Forced management member so identified purchasing the Convertible Shares or Ordinary Shares at the same price, in the same manner and on the same terms on which the Company or the MDCP Co-Investors acquired the Redeemable Stock. (g) The right of the Company and the MDCP Co-Investors to repurchase Class D Convertible Shares and Ordinary Shares pursuant to this paragraph 4 shall terminate upon the earlier of a Sale Lockout End Date applicable of the Company or a Listing. (h) If any Corporate Family Member shall cease to be a Corporate Family Member of an Executive, it shall be required forthwith to notify the NorthStar Member, an amount equal Company of the fact and the manner of such cessation and within 30 days thereafter to transfer all Executive Stock held by it to such Executive and/or his Family Members. (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6) The Company shall be paid entitled at any time to require any Corporate Family Member to procure the certification to the Formation Member at the Redemption Closing for each month beginning on the date Company of the Redemption Closing persons owning the voting shares of such Corporate Family Member and ending on of the Forced Sale Lockout End Date applicable manner in which appointments of its directors are controlled, and of the beneficial ownership of all shares of such Corporate Family Member entitled to all of the capital, dividend and other economic interests therein, and to require that such certification shall be supported by appropriate opinions and/or declarations of counsel and directors of such Corporate Family Member. (j) If any Corporate Family Member shall fail to comply with a requirement of the Company made hereunder to the NorthStar Member (which reasonable satisfaction of the Company and within a period reasonably specified by the Company for compliance, the Company shall be prorated for any entitled by 30 days notice in writing to such Corporate Family Member to declare that unless it shall have complied with such requirement to the Company's reasonable satisfaction within the period less than of such notice, it shall thereupon cease to be a calendar month based on the number Corporate Family Member and sub-paragraph (h) of days during such period)this paragraph 4 shall thereupon have effect.

Redemption Option. If(a) In the event any Executive ceases to be employed by, at or to serve as an officer, or director for, the Company or its Subsidiaries for any time on reason (such Executive's "TERMINATION"), all of such Executive's Executive Stock other than Ordinary Shares acquired pursuant to PARAGRAPH 1 hereof (whether held by such Executive or prior one or more of such Executive's transferees, "REDEEMABLE STOCK") may be redeemed or purchased by the Company and/or the MDCP Co-Investors pursuant to the Forced Sale Lockout End Date with respect terms and conditions set forth in this PARAGRAPH 4 (the "REDEMPTION OPTION"). For the avoidance of doubt (but without prejudice to Formation Memberrights to redeem or purchase Ordinary Shares issued or issuable upon conversion of Convertible Shares), Ordinary Shares acquired pursuant to PARAGRAPH 1 hereof are not subject to redemption or purchase pursuant to this PARAGRAPH 4 or otherwise. (b) In the case of any Termination other than a termination of an Executive's employment for Cause, the NorthStar Member permits a Healthcare Platform Transferpurchase price for each Class A Convertible Share, thenClass B Convertible Share and Class C Convertible Share shall be such Executive's Original Cost for such share, within thirty (30) days after and the completion purchase price for each Class D Convertible Share and Ordinary Share shall be the Fair Market Value for such share. In the event of the Healthcare Platform Transfer, so long as the Formation Member has not been removed as Administrative Memberan Executive's termination for Cause, the NorthStar Member purchase price for each Convertible Share and each Ordinary Share shall deliver Notice be the lower of (a “Redemption Notice”i) the Fair Market Value of such share and (ii) the Original Cost for such share. (c) The Company may elect to redeem or purchase all or any portion of an Executive's Redeemable Stock by delivering written notice (the "REDEMPTION NOTICE") to the Formation Member holder or holders of such Healthcare Platform Transfer. The Formation Member shall then have Executive's Redeemable Stock within 90 days after such Executive's Termination (180 days in the right, by delivering Notice to the NorthStar Member (the “Redemption Acceptance Notice”) within thirty (30) days from receiving the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Redemption Closing”case of such Executive's Termination upon death or disability). The Redemption Closing Notice shall occur set forth the number of shares of Redeemable Stock to be acquired from each holder of such Executive's Redeemable Stock, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be redeemed or purchased by the Company shall first be satisfied to the extent possible from the shares of Redeemable Stock held by such Executive at the time of delivery of the Redemption Notice. If the number of shares of Redeemable Stock then held by such Executive is less than the total number of shares of Redeemable Stock the Company has elected to redeem or purchase, the Company shall purchase the remaining shares elected to be redeemed or purchased from the other holder(s) of such Executive's Redeemable Stock under this Agreement, pro rata according to the number of shares of such Executive's Redeemable Stock held by such other holder(s) at the time of delivery of such Redemption Notice (determined as close as practicable to the nearest whole shares). The number of shares of Redeemable Stock to be purchased hereunder shall be allocated among such Executive and the other holders of such Executive's Redeemable Stock (if any) pro rata according to the number of shares of such Executive's Redeemable Stock to be purchased from such persons. (d) If for any reason following an Executive's Termination, the Company does not elect to purchase all of such Executive's Redeemable Stock pursuant to the Redemption Option, the MDCP Co-Investors shall be entitled to exercise the Redemption Option for the shares of Redeemable Stock the Company has not elected to purchase in accordance with PARAGRAPH 4(c) (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after such Executive's Termination, the Company shall give written notice (the "REDEMPTION OPTION NOTICE") to the MDCP Co-Investors setting forth the number of Available Shares and the aggregate purchase price therefor. The MDCP Co-Investors may elect to purchase any or all of the Available Shares by giving written notice to the Company within 30 days after the Redemption Option Notice has been given by the Company. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Redeemable Stock as to the number of shares being purchased from such holder hereunder by the MDCP Co-Investors (the "SUPPLEMENTAL REDEMPTION NOTICE"). At the time the Company delivers the Supplemental Redemption Notice to the holder(s) of Redeemable Stock, the Company shall also deliver written notice to the MDCP Co-Investors setting forth the number of shares the MDCP Co-Investors are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class D Convertible Shares and Ordinary Shares to be repurchased under PARAGRAPH 4(c) and this PARAGRAPH 4(d) shall be allocated among the Company and the MDCP Co-Investors pro rata according to the number of shares of Redeemable Stock to be purchased by each of them. (e) The closing of the purchase and sale of the Redeemable Stock pursuant to the Repurchase Option shall take place on a the date and at a place designated by the NorthStar MemberCompany in the Redemption Notice or Supplemental Redemption Notice (as the case may be), which is date shall not be more than sixty (60) 60 days nor less than five days after the Formation Member has delivered delivery of the later of either such notice to be delivered. The Company and/or the Investors shall pay for the Redeemable Stock to be purchased pursuant to the Redemption Acceptance Notice. The Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The purchasers of Redeemable Stock hereunder shall be entitled to receive customary representations and warranties from the Interest sellers regarding the sellers' good title to such shares free and clear of any liens or encumbrances). (f) In the event that the Company or the MDCP Co-Investors elect to exercise rights to redeem or purchase Redeemable Stock pursuant to this PARAGRAPH 4, the Company or MDCP Co-Investors shall make all Redeemable Stock acquired pursuant to this PARAGRAPH 4 available for sale to any member of the Formation Member shall be (x) the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of the date of the Healthcare Platform Transfer (as determined through the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed Company's management approved in accordance with the provisions Management Equity Plan as promptly as practicable after a transferee has been identified in accordance with the Management Equity Plan; PROVIDED that the obligations of Section 11.03, plus (y) if, the Company and only if, the Redemption Closing occurs prior MDCP Co-Investors pursuant to the Forced Sale Lockout End Date applicable to the NorthStar Member, an amount equal to (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6this PARAGRAPH 4(f) shall be paid subject to the Formation Member management member so identified purchasing the Convertible Shares or Ordinary Shares at the Redemption Closing for each month beginning same price, in the same manner and on the date same terms on which the Company or the MDCP Co-Investors acquired the Redeemable Stock. (g) The right of the Redemption Closing Company and ending on the Forced MDCP Co-Investors to repurchase Class D Convertible Shares and Ordinary Shares pursuant to this PARAGRAPH 4 shall terminate upon the earlier of a Sale Lockout End Date applicable to of the NorthStar Member (which shall be prorated for any period less than Company or a calendar month based on the number of days during such period)Listing.

Redemption Option. If, at At any time on or prior after the fifth (5th) anniversary of the Series CC Original Issue Date, upon the written request of the holders of more than sixty-six percent (66%) of the then outstanding shares of the Series AA Preferred Stock (a “Series AA Redemption Request”), the Corporation shall redeem from the holders thereof all, but not less than all, of the then issued and outstanding shares of Series AA Preferred Stock (collectively, the “Series AA Redemption Shares”) at the Series AA Redemption Price. Upon its receipt of a Series AA Redemption Request from a requisite number of holders of Series AA Preferred Stock pursuant to Section 2(b) of this Article Tenth, the Forced Sale Lockout End Date Corporation shall, within ten (10) days of its receipt of such request, send to each holder of Series CC Preferred Stock, with respect to Formation Memberwhose shares no Series CC Redemption Request has been delivered to the Company, written notice indicating that a Series AA Redemption Request has been received by the NorthStar Member permits Company (each such notice, a Healthcare Platform Transfer, then“Series AA Redemption Request Notice”). If the Company subsequently receives, within thirty twenty (3020) days after the completion following delivery of the Healthcare Platform TransferSeries AA Redemption Request notice (an “Applicable Redemption Request Deadline”), so long a Series CC Redemption Request from any holder of Series CC Preferred Stock, then the Series AA Redemption Request and all such Series CC Redemption Requests shall be treated by the Corporation as if the Formation Member has not been removed as Administrative Member, the NorthStar Member shall deliver Notice (a “Redemption Notice”) to the Formation Member of Corporation had received all such Healthcare Platform Transfer. The Formation Member shall then have the right, by delivering Notice to the NorthStar Member requests simultaneously (the redemption of all shares of Series AA Preferred Stock and Series CC Preferred Stock pursuant to such requests (including the initial Series AA Redemption Request) is hereinafter referred to as an “Redemption Acceptance Notice”) within thirty (30) days from receiving the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Redemption ClosingApplicable Redemption”). The Redemption Closing date of redemption shall occur be on a date and at a place designated selected by the NorthStar Member, which Corporation that is not more no later than sixty (60) 180 days after receipt by the Formation Member has delivered the Redemption Acceptance Notice. The purchase price for the Interest Corporation of the Formation Member shall be Series AA Redemption Request (x) the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of the date of the Healthcare Platform Transfer (as determined through the an “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03, plus (y) if, and only if, the Applicable Redemption Closing occurs prior to the Forced Sale Lockout End Date applicable to the NorthStar Member, an amount equal to (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6) shall be paid to the Formation Member at the Redemption Closing for each month beginning on the date of the Redemption Closing and ending on the Forced Sale Lockout End Date applicable to the NorthStar Member (which shall be prorated for any period less than a calendar month based on the number of days during such periodDate”).

Redemption Option. If(a) Subject to Section 6.16, at any time on or prior anytime before the second anniversary of the Closing, the Company may, upon 10 days' notice to the Forced Sale Lockout End Date with respect to Formation MemberPurchasers, the NorthStar Member permits a Healthcare Platform Transfer, then, within thirty (30) days after the completion of the Healthcare Platform Transfer, so long as the Formation Member has not been removed as Administrative Member, the NorthStar Member shall deliver Notice (a “Redemption Notice”) to the Formation Member of such Healthcare Platform Transfer. The Formation Member shall then have the right, by delivering Notice to the NorthStar Member (the “Redemption Acceptance Notice”) within thirty (30) days from receiving the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest Purchasers up to 1,066,667 Common Shares (the “number of shares to be purchased by the Company being the "Redemption Closing”). The Redemption Closing shall occur on a date and Shares") at a place designated purchase price per share equal to $6.00. Upon the exercise of such option, each Purchaser shall sell to the Company its Pro Rata Portion of the Redemption Shares; provided, however as a condition to redeem any of the Redemption Shares, if requested by such Purchaser, the NorthStar MemberCompany shall redeem from such Purchaser not less than that number of Redemption Shares that is required to be redeemed so that: (x) the ratio which the voting stock of the Company owned by such Purchaser immediately after the redemption bears to all of the voting stock of the Company at such time is less than 80% of the ratio which the voting stock of the Company owned by such Purchaser immediately before the redemption bears to all of the voting stock of the Company at such time and (y) the ratio which the common stock (for purposes of section 302 of the Internal Revenue Code) of the Company owned by such Purchaser immediately after the redemption bears to all of the common stock of the Company at such time is less than 80% of the ratio which the common stock of the Company owned by such Purchaser immediately before the redemption bears to all of the common stock of the Company at such time; provided, further that notwithstanding the above, either Purchaser may elect to not be redeemed if such Purchaser reasonably determines that the redemption would not qualify as a "substantially disproportionate redemption of stock" under section 302(b)(2) of the Internal Revenue Code unless the Company provides such Purchaser with a tax opinion of nationally recognized tax counsel, experienced in such matters, to the effect that such a redemption will qualify as a "substantially disproportionate redemption of stock." (b) For purposes of this Section 1.04, "Pro Rata Portion" means a fraction, the numerator of which is not more than sixty the number of Common Shares that the applicable Purchaser purchases hereunder, the denominator of which is 2,133,333; provided, that such number shall be increased or decreased, as appropriate, in the event that prior to such purchase there shall have occurred any subdivision, split-up, combination or reverse split of shares of the Company's common stock. (60c) days after the Formation Member has delivered the Redemption Acceptance Notice. The purchase price for the Interest of the Formation Member all Redemption Shares shall be (x) payable in cash and shall be made by wire transfer of immediately available funds to an account or accounts designated by the amount that would be distributed Purchasers in writing not later than at least two business days prior to the Formation Member if all of the assets of the Venture were sold for fair market value as of the date of the Healthcare Platform Transfer purchase. (as determined through d) The respective options to purchase Redemption Shares pursuant to this Agreement may not be assigned without the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03, plus (y) if, and only if, the Redemption Closing occurs prior to the Forced Sale Lockout End Date applicable to the NorthStar Member, an amount equal to (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6) shall be paid to the Formation Member at the Redemption Closing for each month beginning on the date of the Redemption Closing and ending on the Forced Sale Lockout End Date applicable to the NorthStar Member (which shall be prorated for any period less than a calendar month based on the number of days during such period)Purchaser's consent.