0001047469-16-010499 Sample Contracts

TAX RECEIVABLE AGREEMENT between AMERICAN RENAL ASSOCIATES HOLDINGS, INC. and CENTERBRIDGE CAPITAL PARTNERS, L.P. Dated as of [ ]
Tax Receivable Agreement • February 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], and is between American Renal Associates Holdings, Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), and Centerbridge Capital Partners, L.P., a Delaware limited partnership (the “Stockholder Representative”). This Agreement shall be effective as of the IPO Date (as defined below).

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • February 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York

THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [ ], 2016, is entered into by and among American Renal Associates Holdings, Inc. (f/k/a C.P. Atlas Holdings, Inc.) (“Holdings”), Centerbridge Capital Partners, L.P., a Delaware limited partnership (“Centerbridge”), Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership (“Centerbridge SBS”), Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership (“Centerbridge Strategic” and, collectively with Centerbridge and Centerbridge SBS, the “Centerbridge Stockholders”), Joseph A. Carlucci, Syed T. Kamal, and Christopher T. Ford.

FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT
Contribution, Assignment and Assumption Agreement • February 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of [ ], 2016, is by and between American Renal Associates LLC, a Delaware limited liability company (“Assignor”), and Term Loan Holdings LLC, a Delaware limited liability company (“NewCo”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York

THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2016, in entered into by and among American Renal Associates Holdings, Inc. (f/k/a C.P. Atlas Holdings, Inc.), a Delaware corporation (“Holdings”), Centerbridge Capital Partners, L.P., a Delaware limited partnership (“Centerbridge”), Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership (“Centerbridge SBS”), and Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership (“Centerbridge Strategic” and, collectively with Centerbridge and Centerbridge SBS, the “Centerbridge Stockholders”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of , 2016 (the “Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Syed T. Kamal, a resident of the State of Florida (“Executive”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of , 2016 (the “Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Joseph A. Carlucci, a resident of the Commonwealth of Massachusetts (“Executive”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of , 2016 (the “Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and John M. McDonough, a resident of the Commonwealth of Massachusetts (“Executive”).

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