Common use of Repurchase of Restricted Stock Clause in Contracts

Repurchase of Restricted Stock. (a) Except as provided in paragraph 3(g), in the event of a Repurchase Event, as defined in paragraph 3(b) below, the Company may elect to repurchase the Restricted Stock (whether vested or unvested and whether held by the Stockholder or one or more of the Stockholder's permitted transferees) pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option"). (b) Each of the following shall constitute a "Repurchase Event": (i) Termination of the Management Services Agreement for any reason whatsoever on or before the fourth anniversary of the date of this Agreement; (ii) Termination of the Management Services Agreement by the Medical Group pursuant to Section 13.1(d) thereof (based on failure of the Company to consummate an initial public offering of its Common Stock within forty-eight (48) months after the Commencement Date under the Management Services Agreement); or (iii) The Stockholder's Cessation of Active Practice. (c) The repurchase price for each Unvested Share shall be equal to the Original Value of such share. (d) The repurchase price for each Vested Share shall be the Fair Market Value for such share. (e) The Company may elect to repurchase all or a portion of the Restricted Stock by delivering written notice (the "Repurchase Notice") to the Stockholder within ninety (90) days after the Repurchase Event; provided, however, that if the Company elects to repurchase less than all of the Restricted Stock, the Company shall repurchase all of the Unvested Shares and may purchase that number of Vested Shares as the Company may, in its discretion, determine. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be acquired, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. If the Repurchase Event giving rise to the Company's election to repurchase consists of the termination of the Management Services Agreement, and if the number of shares of Restricted Stock that the Company has elected to repurchase is less than the total number of shares of Restricted Stock held by all of the Stockholders, the Company shall purchase the shares of Restricted Stock pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). (f) The closing of the repurchase of Restricted Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Stock to be purchased pursuant to the Repurchase Option by delivery of (i) the Company's check or wire transfer of funds, (ii) a subordinated note or notes payable in up to five equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined in Section 1274(d) of the Internal Revenue Code) in effect from time to time, or (iii) both (i) and (ii), in the aggregate amount of the repurchase price for such shares; provided, however, that in the event that the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to the Management Services Agreement, the total of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to each of the Restricted Stock Agreements, such offset amount to be allocated pro rata among all of the Stockholders. Any notes issued by the Company pursuant to this paragraph 3(f) shall be subject to the restrictive covenants, if any, to which the Company is subject at the time of such repurchase. The Company shall be entitled to require the signature of the Stockholder to be guaranteed and to receive representations and warranties from the Stockholder regarding (A) the Stockholder's power, authority and legal capacity to enter into such sale and transfer valid right, title and interest in such Restricted Stock, (B) the Stockholder's ownership of such Restricted Stock and the absence of any liens, pledges, and other encumbrances on such Restricted Stock and (C) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which the Stockholder or the Stockholder's assets are bound resulting from such sale. (g) Notwithstanding anything to the contrary set forth in this paragraph 3, in the event of a Repurchase Event consisting of the termination of the Management Services Agreement by the Medical Group pursuant to Section 13.1 of the Management Services Agreement, or in the event of termination of the Management Services Agreement by either party in accordance with Section 27 thereof (pursuant to Section 13.3), the Company shall have the obligation (rather than the option) to purchase all of the Restricted Stock acquired by the Stockholder pursuant to this Agreement, and the repurchase price shall be paid in full in cash not later than sixty (60) days after the date of termination of the Management Services Agreement; provided, however, that in the event that the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to the Management Services Agreement, the total of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to each of the Restricted Stock Agreements, such offset amount to be allocated pro rata among all of the Stockholders. (h) In the event of the death or permanent disability of the Stockholder, the Company shall repurchase all of the Unvested Shares (but not the Vested Shares) of the Stockholder. The repurchase price for each Unvested Share shall be equal to the Original Value of such share, and such repurchase price shall be paid in full in cash not later than sixty (60) days after the date of death or the date on which such disability is determined to be permanent. (i) In the event that the Stockholder is required, prior to the consummation of an initial public offering of the Company's Common Stock pursuant to the 1933 Act or prior to the second anniversary of the date hereof, whichever is later, to pay any state or federal taxes in connection with the receipt of the Restricted Stock hereunder, the Stockholder shall have the right to sell to the Company, and the Company shall be obligated to purchase from the Stockholder, for the purchase price determined in accordance with this paragraph 3, such number of shares of Vested Stock as the Stockholder may tender to the Company, provided that the purchase price therefor shall not exceed the total amount of the Stockholder's tax liability incurred in connection with the receipt of such stock. In the event that the Stockholder desires to exercise the right conferred under this paragraph 3(i), the Stockholder shall give notice to the Company not earlier than forty-five (45) days prior to, nor later than forty-five (45) days after, the date on which such taxes are due and payable, and the Stockholder shall furnish to the Company reasonable documentation prepared by the Stockholder's certified public accountant establishing the amount of such tax liability. (j) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Restricted Stock by the Company shall be subject to applicable restrictions, if any, contained in Federal law or in the Delaware General Corporation Law. Notwithstanding anything to the contrary contained in this Agreement, if any such restrictions prohibit or otherwise delay the repurchase of Restricted Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (k) In the event that Restricted Stock is repurchased pursuant to this paragraph 3, the Stockholder and his or her successors and assigns shall take all reasonable steps to obtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of such repurchase in a timely manner.

Repurchase of Restricted Stock. (a) Except as provided in paragraph 3(g), in On the event of first date that a Repurchase Event, as defined in paragraph 3(b) belowEvent occurs, the Company may elect to repurchase shall purchase all the shares of Restricted Stock (whether vested or unvested issued to Executive from the Executive and whether held by Executive shall sell all the Stockholder or one or more shares of Restricted Stock to the Stockholder's permitted transferees) pursuant to Company in accordance with the terms and conditions set forth in of this paragraph 3 Section (the "Repurchase). Repurchase Option"). (b) Each Event shall mean any of the following shall constitute a "Repurchase Event"following: (i) Termination of the Management Services Agreement for any reason whatsoever on or before the fourth anniversary of the date termination of this AgreementAgreement by the Company in accordance with Section 7.1 or by the Executive in accordance with Section 7.1; (ii) Termination the termination of the Management Services this Agreement by the Medical Group pursuant to in accordance with Section 13.1(d) thereof (based on failure of the Company to consummate an initial public offering of its Common Stock within forty-eight (48) months after the Commencement Date under the Management Services Agreement); or7.2; (iii) The Stockholder's Cessation the termination of Active Practice.this Agreement in accordance with Section 7.3; (iv) December 31, 2008, (b) Unless the Executive elects a later date as provided in the following sentence, the Repurchase shall occur on the date determined by the Company, but not later than ninety (90) days of the occurrence of the first Repurchase Event to occur (the "Repurchase Date"). Executive may elect to defer the date of determination of the Repurchase Price for a period of up to twenty-four months following the Repurchase Event, in which case, the Repurchase Date shall be not later than ninety (90) days following the date on which the Repurchase Price is so determined (c) The repurchase price for each Unvested Share shall If the Repurchase occurs pursuant to a Repurchase Event described in Section 6.3 (a)(ii), (iii) or (iv) above, then the Repurchase will be equal calculated in accordance with the valuation process set forth in Exhibit A (the Repurchase Price ). If the Repurchase occurs pursuant to a Repurchase Event described in Section 6.3 (a)(i) above, then the Original Value of such share.Repurchase Price will be ten dollars ($10); (d) The repurchase price If the amount to be paid to Executive in accordance with the provisions of this Section 6.3 exceeds $5 million, the Company may, in lieu of paying such excess in cash, deliver to Executive a subordinated note of the Company, such note to be for each Vested Share shall be a ten-year term, with payments of principal and interest on a semi-annual basis, and bearing interest at the Fair Market Value then- prevailing rate for such share.ten-year U.S. Treasury notes, plus 2.5%; (e) The purchase price for the Repurchase will be made by the Company may elect to repurchase all or a portion of the Restricted Stock by delivering written notice (the "Repurchase Notice") to the Stockholder within no later than ninety (90) days after following the Repurchase Event; providedDate in cash or other immediately available funds (or, howeverif applicable in accordance with the provisions of clause c, that if the Company elects to repurchase less than all of the Restricted Stockabove, the Company shall repurchase all of the Unvested Shares and may purchase that number of Vested Shares as the Company may, in its discretion, determine. The Repurchase Notice shall set forth cash and notes) to a bank account designated in writing by the number of Unvested Shares and Vested Shares to be acquired, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. If the Repurchase Event giving rise Executive to the Company's election to repurchase consists of the termination of the Management Services Agreement, and if the number of shares of Restricted Stock that the Company has elected to repurchase is less than the total number of shares of Restricted Stock held by all of the Stockholders, the Company shall purchase the shares of Restricted Stock pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). (f) The closing of the repurchase of Restricted Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Stock to be purchased pursuant to the Repurchase Option by delivery of (i) the Company's check or wire transfer of funds, (ii) a subordinated note or notes payable in up to five equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined in Section 1274(d) of the Internal Revenue Code) in effect from time to time, or (iii) both (i) and (ii), in the aggregate amount of the repurchase price for such shares; provided, however, that in the event that the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to the Management Services Agreement, the total of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to each of the Restricted Stock Agreements, such offset amount to be allocated pro rata among all of the Stockholders. Any notes issued by the Company pursuant to this paragraph 3(f) shall be subject to the restrictive covenants, if any, to which the Company is subject at the time of such repurchase. The Company shall be entitled to require the signature of the Stockholder to be guaranteed and to receive representations and warranties from the Stockholder regarding (A) the Stockholder's power, authority and legal capacity to enter into such sale and transfer valid right, title and interest in such Restricted Stock, (B) the Stockholder's ownership of such Restricted Stock and the absence of any liens, pledges, and other encumbrances on such Restricted Stock and (C) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which the Stockholder or the Stockholder's assets are bound resulting from such sale. (g) Notwithstanding anything to the contrary set forth in this paragraph 3, in the event of a Repurchase Event consisting of the termination of the Management Services Agreement by the Medical Group pursuant to Section 13.1 of the Management Services Agreement, or in the event of termination of the Management Services Agreement by either party in accordance with Section 27 thereof (pursuant to Section 13.3), the Company shall have the obligation (rather than the option) to purchase all of the Restricted Stock acquired by the Stockholder pursuant to this Agreement, and the repurchase price shall be paid in full in cash not later than sixty (60) days after the date of termination of the Management Services Agreement; provided, however, that in the event that the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to the Management Services Agreement, the total of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to each of the Restricted Stock Agreements, such offset amount to be allocated pro rata among all of the Stockholders. (h) In the event of the death or permanent disability of the Stockholder, the Company shall repurchase all of the Unvested Shares (but not the Vested Shares) of the Stockholder. The repurchase price for each Unvested Share shall be equal to the Original Value of such share, and such repurchase price shall be paid in full in cash not later than sixty (60) days after the date of death or the date on which such disability is determined to be permanent. (i) In the event that the Stockholder is required, prior to the consummation of an initial public offering of the Company's Common Stock pursuant to the 1933 Act or prior to the second anniversary of the date hereof, whichever is later, to pay any state or federal taxes in connection with the receipt of the Restricted Stock hereunder, the Stockholder shall have the right to sell to the Company, and the Company shall be obligated to purchase from the Stockholder, for the purchase price determined in accordance with this paragraph 3, such number of shares of Vested Stock as the Stockholder may tender to the Company, provided that the purchase price therefor shall not exceed the total amount of the Stockholder's tax liability incurred in connection with the receipt of such stock. In the event that the Stockholder desires Executive fails to exercise the right conferred under this paragraph 3(i), the Stockholder shall give notice provide such bank account information to the Company not earlier than forty-five (455) business days prior to, nor later than forty-five (45) days after, to the date on which that such taxes are due and payable, and the Stockholder shall furnish to the Company reasonable documentation prepared by the Stockholder's certified public accountant establishing the amount of such tax liability. (j) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Restricted Stock by the Company shall be subject to applicable restrictions, if any, contained in Federal law or in the Delaware General Corporation Law. Notwithstanding anything to the contrary contained in this Agreement, if any such restrictions prohibit or otherwise delay the repurchase of Restricted Stock hereunder which the Company payment is otherwise entitled or required to makedue, the Company may make such repurchases as soon as deliver the Repurchase Price to the Executive in the same manner that it is permitted to do so under such restrictions. (k) In delivered the event that Restricted Stock is repurchased last payment required pursuant to this paragraph 3, the Stockholder and his or her successors and assigns shall take all reasonable steps to obtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of such repurchase in a timely mannerSection 4.1 above.

Repurchase of Restricted Stock. (a) Except as provided in paragraph 3(g), in the event of a Repurchase Event, as defined in paragraph 3(b) below, the Company may elect to repurchase the Restricted Stock (whether vested or unvested and whether held by the Stockholder or one or more of the Stockholder's permitted transferees) pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option"). (b) Each of the following shall constitute a "Repurchase Event": (i) Termination of the Management Services Agreement for any reason whatsoever on or before the fourth anniversary of the date of this Agreement; (ii) Termination of the Management Services Agreement by the Medical Group pursuant to Section 13.1(d) thereof (based on failure of the Company to consummate an initial public offering of its Common Stock within forty-eight (48) months after the Commencement Date under the Management Services Agreement); or (iii) The Stockholder's Cessation of Active Practice. (c) The repurchase price for each Unvested Share shall be equal to the Original Value of such share. (d) The repurchase price for each Vested Share shall be the Fair Market Value for such share. (e) The Company may elect to repurchase all or a portion of the Restricted Stock by delivering written notice (the "Repurchase Notice") to the Stockholder within ninety (90) days after the Repurchase Event; provided, however, that if the Company elects to repurchase less than all of the Restricted Stock, the Company shall repurchase all of the Unvested Shares and may purchase that number of Vested Shares as the Company may, in its discretion, determine. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be acquired, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. If the Repurchase Event giving rise to the Company's election to repurchase consists of the termination of the Management Services Agreement, and if the number of shares of Restricted Stock that the Company has elected to repurchase is less than the total number of shares of Restricted Stock held by all of the Stockholders, the Company shall purchase the shares of Restricted Stock pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). (f) The closing of the repurchase of Restricted Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Stock to be purchased pursuant to the Repurchase Option by delivery of (i) the Company's check or wire transfer of funds, (ii) a subordinated note or notes payable in up to five equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined in Section 1274(d) of the Internal Revenue Code) in effect from time to time, or (iii) both (i) and (ii), in the aggregate amount of the repurchase price for such shares; provided, however, that in the event that the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to the Management Services Agreement, the total of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders Stockholder pursuant to each of the Restricted Stock AgreementsAgreement, such offset amount to be allocated pro rata among all of the Stockholders. Any notes issued by the Company pursuant to this paragraph 3(f) shall be subject to the restrictive covenants, if any, to which the Company is subject at the time of such repurchase. The Company shall be entitled to require the signature of the Stockholder to be guaranteed and to receive representations and warranties from the Stockholder regarding (A) the Stockholder's power, authority and legal capacity to enter into such sale and transfer valid right, title and interest in such Restricted Stock, (B) the Stockholder's ownership of such Restricted Stock and the absence of any liens, pledges, and other encumbrances on such Restricted Stock and (C) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which the Stockholder or the Stockholder's assets are bound resulting from such sale. (g) Notwithstanding anything to the contrary set forth in this paragraph 3, in the event of a Repurchase Event consisting of the termination of the Management Services Agreement by the Medical Group pursuant to Section 13.1 of the Management Services Agreement, or in the event of termination of the Management Services Agreement by either party in accordance with Section 27 thereof (pursuant to Section 13.3), the Company shall have the obligation (rather than the option) to purchase all of the Restricted Stock acquired by the Stockholder pursuant to this Agreement, and the repurchase price shall be paid in full in cash not later than sixty (60) days after the date of termination of the Management Services Agreement; provided, however, that in the event that the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to the Management Services Agreement, the total of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to each of the Restricted Stock AgreementsAgreement, such offset amount to be allocated pro rata among all of the Stockholders. (h) In the event of the death or permanent disability of the Stockholder, the Company shall repurchase all of the Unvested Shares (but not the Vested Shares) of the Stockholder. The repurchase price for each Unvested Share shall be equal to the Original Value of such share, and such repurchase price shall be paid in full in cash not later than sixty (60) days after the date of death or the date on which such disability is determined to be permanent. (i) In the event that the Stockholder is required, prior to the consummation of an initial public offering of the Company's Common Stock pursuant to the 1933 Act or prior to the second anniversary of the date hereof, whichever is later, to pay any state or federal taxes in connection with the receipt of the Restricted Stock hereunder, the Stockholder shall have the right to sell to the Company, and the Company shall be obligated to purchase from the Stockholder, for the purchase price determined in accordance with this paragraph 3, such number of shares of Vested Stock as the Stockholder may tender to the Company, provided that the purchase price therefor shall not exceed the total amount of the Stockholder's tax liability incurred in connection with the receipt of such stock. In the event that the Stockholder desires to exercise the right conferred under this paragraph 3(i), the Stockholder shall give notice to the Company not earlier than forty-five (45) days prior to, nor later than forty-five (45) days after, the date on which such taxes are due and payable, and the Stockholder shall furnish to the Company reasonable documentation prepared by the Stockholder's certified public accountant establishing the amount of such tax liability. (j) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Restricted Stock by the Company shall be subject to applicable restrictions, if any, contained in Federal law or in the Delaware General Corporation Law. Notwithstanding anything to the contrary contained in this Agreement, if any such restrictions prohibit or otherwise delay the repurchase of Restricted Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (k) In the event that Restricted Stock is repurchased pursuant to this paragraph 3, the Stockholder and his or her successors and assigns shall take all reasonable steps to obtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of such repurchase in a timely manner.

Repurchase of Restricted Stock. (a) Except as provided in paragraph 3(g), in the event of a Repurchase Event, as defined in paragraph 3(b) below, the Company may elect to repurchase the Restricted Stock (whether vested or unvested and whether held by the Stockholder or one or more of the Stockholder's permitted transferees) pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option"). (b) Each of the following shall constitute a "Repurchase Event": (i) Termination of the Management Services Agreement for any reason whatsoever on or before the fourth anniversary of the date of this Agreement; (ii) Termination of the Management Services Agreement by the Medical Group pursuant to Section 13.1(d) thereof (based on failure of the Company to consummate an initial public offering of its Common Stock within forty-eight (48) months after the Commencement Date under the Management Services Agreement); or (iii) The Stockholder's Cessation of Active Practice. (c) The repurchase price for each Unvested Share shall be equal to the Original Value of such share. (d) The repurchase price for each Vested Share shall be the Fair Market Value for such share. (e) The Company may elect to repurchase all or a portion of the Restricted Stock by delivering written notice (the "Repurchase Notice") to the Stockholder within ninety (90) days after the Repurchase Event; provided, however, that if the Company elects to repurchase less than all of the Restricted Stock, the Company shall repurchase all of the Unvested Shares and may purchase that number of Vested Shares as the Company may, in its discretion, determine. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be acquired, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. If the Repurchase Event giving rise to the Company's election to repurchase consists of the termination of the Management Services Agreement, and if the number of shares of Restricted Stock that the Company has elected to repurchase is less than the total number of shares of Restricted Stock held by all of the Stockholders, the Company shall purchase the shares of Restricted Stock pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). (f) The closing of the repurchase of Restricted Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Stock to be purchased pursuant to the Repurchase Option by delivery of (i) the Company's check or wire transfer of funds, (ii) a subordinated note or notes payable in up to five equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined in Section 1274(d) of the Internal Revenue Code) in effect from time to time, or (iii) both (i) and (ii), in the aggregate amount of the repurchase price for such shares; provided, however, that in the event that the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to the Management Services Agreement, the total of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to each of the Restricted Stock Agreements, such offset amount to be allocated pro rata among all of the Stockholders. Any notes issued by the Company pursuant to this paragraph 3(f) shall be subject to the restrictive covenants, if any, to which the Company is subject at the time of such repurchase. The Company shall be entitled to require the signature of the Stockholder to be guaranteed and to receive representations and warranties from the Stockholder regarding (A) the Stockholder's power, authority and legal capacity to enter into such sale and transfer valid right, title and interest in such Restricted Stock, (B) the Stockholder's ownership of such Restricted Stock and the absence of any liens, pledges, and other encumbrances on such Restricted Stock and (C) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which the Stockholder or the Stockholder's assets are bound resulting from such sale. (g) Notwithstanding anything to the contrary set forth in this paragraph 3, in the event of a Repurchase Event consisting of the termination of the Management Services Agreement by the Medical Group pursuant to Section 13.1 of the Management Services Agreement, or in the event of termination of the Management Services Agreement by either party in accordance with Section 27 28 thereof (pursuant to Section 13.3), the Company shall have the obligation (rather than the option) to purchase all of the Restricted Stock acquired by the Stockholder pursuant to this Agreement, and the repurchase price shall be paid in full in cash not later than sixty (60) days after the date of termination of the Management Services Agreement; provided, however, that in the event that the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to the Management Services Agreement, the total of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to each of the Restricted Stock Agreements, such offset amount to be allocated pro rata among all of the Stockholders. (h) In the event of the death or permanent disability of the Stockholder, the Company shall repurchase all of the Unvested Shares (but not the Vested Shares) of the Stockholder. The repurchase price for each Unvested Share shall be equal to the Original Value of such share, and such repurchase price shall be paid in full in cash not later than sixty (60) days after the date of death or the date on which such disability is determined to be permanent. (i) In the event that the Stockholder is required, prior to the consummation of an initial public offering of the Company's Common Stock pursuant to the 1933 Act or prior to the second anniversary of the date hereof, whichever is later, to pay any state or federal taxes in connection with the receipt of the Restricted Stock hereunder, the Stockholder shall have the right to sell to the Company, and the Company shall be obligated to purchase from the Stockholder, for the purchase price determined in accordance with this paragraph 3, such number of shares of Vested Stock as the Stockholder may tender to the Company, provided that the purchase price therefor shall not exceed the total amount of the Stockholder's tax liability incurred in connection with the receipt of such stock. In the event that the Stockholder desires to exercise the right conferred under this paragraph 3(i), the Stockholder shall give notice to the Company not earlier than forty-five (45) days prior to, nor later than forty-five (45) days after, the date on which such taxes are due and payable, and the Stockholder shall furnish to the Company reasonable documentation prepared by the Stockholder's certified public accountant establishing the amount of such tax liability. (j) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Restricted Stock by the Company shall be subject to applicable restrictions, if any, contained in Federal law or in the Delaware General Corporation Law. Notwithstanding anything to the contrary contained in this Agreement, if any such restrictions prohibit or otherwise delay the repurchase of Restricted Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (k) In the event that Restricted Stock is repurchased pursuant to this paragraph 3, the Stockholder and his or her successors and assigns shall take all reasonable steps to obtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of such repurchase in a timely manner.

Repurchase of Restricted Stock. (a) Except as provided in paragraph 3(g), in the event of a Repurchase Event, as defined in paragraph 3(b) below, the Company may elect to repurchase the Restricted Stock (whether vested or unvested and whether held by the Stockholder or one or more of the Stockholder's permitted transferees) pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option"). (b) Each of the following shall constitute a "Repurchase Event": (i) Termination of the Management Services Agreement for any reason whatsoever on or before the fourth anniversary of the date of this Agreement; (ii) Termination of the Management Services Agreement by the Medical Group pursuant to Section 13.1(d) thereof (based on failure of the Company to consummate an initial public offering of its Common Stock within forty-eight (48) months after the Commencement Date under the Management Services Agreement); or (iii) The Stockholder's Cessation of Active Practice. (c) The repurchase price for each Unvested Share shall be equal to the Original Value of such share. (d) The repurchase price for each Vested Share shall be the Fair Market Value for such share. (e) The Company may elect to repurchase all or a portion of the Restricted Stock by delivering written notice (the "Repurchase Notice") to the Stockholder within ninety (90) days after the Repurchase Event; provided, however, that if the Company elects to repurchase less than all of the Restricted Stock, the Company shall repurchase all of the Unvested Shares and may purchase that number of Vested Shares as the Company may, in its discretion, determine. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be acquired, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. If the Repurchase Event giving rise to the Company's election to repurchase consists of the termination of the Management Services Agreement, and if the number of shares of Restricted Stock that the Company has elected to repurchase is less than the total number of shares of Restricted Stock held by all of the Stockholders, the Company shall purchase the shares of Restricted Stock pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). (f) The closing of the repurchase of Restricted Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Stock to be purchased pursuant to the Repurchase Option by delivery of (i) the Company's check or wire transfer of funds, (ii) a subordinated note or notes payable in up to five equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined in Section 1274(d) of the Internal Revenue Code) in effect from time to time, or (iii) both (i) and (ii), in the aggregate amount of the repurchase price for such shares; provided, however, that in the event that the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to the Management Services Agreement, the total of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders Stockholder pursuant to each of the Restricted Stock AgreementsAgreement, such offset amount to be allocated pro rata among all of the Stockholders. Any notes issued by the Company pursuant to this paragraph 3(f) shall be subject to the restrictive covenants, if any, to which the Company is subject at the time of such repurchase. The Company shall be entitled to require the signature of the Stockholder to be guaranteed and to receive representations and warranties from the Stockholder regarding (A) the Stockholder's power, authority and legal capacity to enter into such sale and transfer valid right, title and interest in such Restricted Stock, (B) the Stockholder's ownership of such Restricted Stock and the absence of any liens, pledges, and other encumbrances on such Restricted Stock and (C) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which the Stockholder or the Stockholder's assets are bound resulting from such sale. (g) Notwithstanding anything to the contrary set forth in this paragraph 3, in the event of a Repurchase Event consisting of the termination of the Management Services Agreement by the Medical Group pursuant to Section 13.1 of the Management Services Agreement, or in the event of termination of the Management Services Agreement by either party in accordance with Section 27 thereof (pursuant to Section 13.3), the Company shall have the obligation (rather than the option) to purchase all of the Restricted Stock acquired by the Stockholder pursuant to this Agreement, and the repurchase price shall be paid in full in cash not later than sixty (60) days after the date of termination of the Management Services Agreement; provided, however, that in the event that the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to the Management Services Agreement, the total of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to each of the Restricted Stock AgreementsAgreement, such offset amount to be allocated pro rata among all of the Stockholders. (h) In the event of the death or permanent disability of the Stockholder, the Company shall repurchase all of the Unvested Shares (but not the Vested Shares) of the Stockholder. The repurchase price for each Unvested Share shall be equal to the Original Value of such share, and such repurchase price shall be paid in full in cash not later than sixty (60) days after the date of death or the date on which such disability is determined to be permanent. (i) In the event that the Stockholder is required, prior to the consummation of an initial public offering of the Company's Common Stock pursuant to the 1933 Act or prior to the second anniversary of the date hereof, whichever is later, to pay any state or federal taxes in connection with the receipt of the Restricted Stock hereunder, the Stockholder shall have the right to sell to the Company, and the Company shall be obligated to purchase from the Stockholder, for the purchase price determined in accordance with this paragraph 3, such number of shares of Vested Stock as the Stockholder may tender to the Company, provided that the purchase price therefor shall not exceed the total amount of the Stockholder's tax liability incurred in connection with the receipt of such stock. In the event that the Stockholder desires to exercise the right conferred under this paragraph 3(i), the Stockholder shall give notice to the Company not earlier than forty-five (45) days prior to, nor later than forty-five (45) days after, the date on which such taxes are due and payable, and the Stockholder shall furnish to the Company reasonable documentation prepared by the Stockholder's certified public accountant establishing the amount of such tax liability. (j) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Restricted Stock by the Company shall be subject to applicable restrictions, if any, contained in Federal law or in the Delaware General Corporation Law. Notwithstanding anything to the contrary contained in this Agreement, if any such restrictions prohibit or otherwise delay the repurchase of Restricted Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (k) In the event that Restricted Stock is repurchased pursuant to this paragraph 3, the Stockholder and his or her successors and assigns shall take all reasonable steps to obtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of such repurchase in a timely manner.