ADEPTUS HEALTH INC.

FORM 8-K(Current report filing)

Filed 06/30/14 for the Period Ending 06/24/14

Address 2941 SOUTH LAKE VISTA

SUITE 200LEWISVILLE, TX 75067

Telephone 9728996666CIK 0001602367

Symbol ADPTSIC Code 8060 - Hospitals

Fiscal Year 12/31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 24, 2014

Adeptus Health Inc. (Exact name of Registrant as Specified in its Charter)

2941 South Lake Vista, Suite 200, Lewisville, Texas 75067

(Address of Principal Executive Offices) (Zip Code)

(972) 899-6666 (Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: � Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) � Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) � Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) � Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Delaware 001-36520

46-5037387 (State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the initial public offering (the “Offering”) of Class A common stock, par value $0.01 per share (the “Common Stock”), of Adeptus Health Inc. (the “Company”), described in the Company’s prospectus (“Prospectus”), dated June 24, 2014 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which is deemed to be part of the Company’s Registration Statement on Form S-1 (File No. 333-196142), as amended (the “Registration Statement”), the following documents were entered into:

(1) the Underwriting Agreement, dated as of June 24, 2014 (the “Underwriting Agreement”), by and among the Company, Adeptus Health LLC, SCP III AIV THREE-FCER Conduit, L.P. (“SCP III Conduit”) and the several underwriters;

(2) the Stockholders’ Agreement, dated as of June 25, 2014 (the “Stockholders’ Agreement”), by and among the Company, SCP

III Conduit and SCP III AIV THREE-FCER, L.P. (“SCP III AIV”); (3) the Registration Rights Agreement, dated as of June 25, 2014, by and among the Company, SCP III Conduit, SCP AIV and

the other stockholders named therein (the “Registration Rights Agreement”); (4) the Tax Receivable Agreement, dated as of June 25, 2014, among the Company, SCP III Conduit, SCP AIV and the other

parties named therein; (5) the Agreement and Plan of Merger, dated as of June 24, 2014 (the “Merger Agreement”), by and among the Company, SCP

III Conduit and SCP III AIV THREE-FCER Blocker, Inc. (together with SCP III Conduit and SCP III AIV, the “SCP III Entities”); and

(6) the Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC, dated as of June 24, 2014 (the

“Amended and Restated LLC Agreement”).

The SCP III Entities are affiliates of Sterling Partners (“Sterling”) and have various relationships with the Company. For further information concerning the other material relationships between the Company and such Sterling entities and their affiliates, see “Certain Relationships and Related Party Transactions” in the Prospectus.

The Underwriting Agreement is filed herewith as Exhibit 1.1, and the Amended and Restated LLC Agreement, the Stockholders’

Agreement, the Registration Rights Agreement, the Tax Receivable Agreement and the Merger Agreement are filed herewith as Exhibits 10.1, 4.1, 10.2, 10.3 and 10.5 respectively, and are each incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as Exhibits 1.1, 10.7, 4.1, 10.6, 10.1 and 10.16, respectively, to the Registration Statement and described therein. Item 1.02 Termination of a Material Definitive Agreement.

The Company was party to an Advisory Services Agreement, dated as of September 30, 2011, with Sterling Fund Management, LLC

(“SFM”), an affiliate of Sterling, pursuant to which SFM provided management, consulting and financial services to the Company and its subsidiaries. Under the Advisory Services Agreement, SFM received an annual management fee, subject to certain adjustments, and reimbursement for certain expenses. As described in the Prospectus, in connection with the consummation of the Offering, the Advisory Services Agreement was terminated and the Company paid a one-time termination fee of $2.0 million to SFM.

The Termination Agreement, dated as of June 24, 2014, between SFM and First Choice ER, LLC is filed herewith as Exhibit 10.4 and

is incorporated herein by reference. The terms of this agreement are substantially the same as the terms set forth in the form of such agreement filed as Exhibit 10.5 to the Registration Statement and described therein. Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

Arrangements of Certain Officers. Adeptus Health Inc. 2014 Omnibus Incentive Plan

In connection with the Offering, the Company’s Board of Directors and its sole stockholder adopted the Adeptus Health Inc. 2014 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The Omnibus Incentive Plan provides for the granting of stock options, restricted stock and other stock-based or performance-based awards to directors, officers, employees, consultants and advisors of the Company

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and its affiliates. The total number of shares of Common Stock that may be issued under the Omnibus Incentive Plan is 1,033,500. For further information regarding the Omnibus Incentive Plan, see “Executive Compensation—Compensation Arrangements to be Adopted in Connection with this Offering—2014 Omnibus Incentive Plan” in the Prospectus. The Omnibus Incentive Plan is filed herewith as Exhibit 10.9, and is incorporated herein by reference. The terms of the Omnibus Incentive Plan are substantially the same as the terms set forth in the form previously filed as Exhibit 10.15 to the Registration Statement and described therein. Resignation of Directors, Appointment of Directors, Committee Composition

Effective June 24, 2014, following the effective time of the Registration Statement, Timothy L. Fielding and Graham B. Cherrington resigned as members of the Company’s Board of Directors.

Effective June 24, 2014, following the effective time of the Registration Statement, Thomas S. Hall was re-elected to the Company’s Board of Directors, and Richard Covert, Daniel W. Rosenberg, Gregory W. Scott, Ronald L. Taylor, Jeffery S. Vender, Daniel J. Hosler and Steven V. Napolitano were elected to the Company’s Board of Directors. In addition, effective June 24, 2014, following the effective time of the Registration Statement, Messrs. Scott, Taylor and Hosler were appointed to serve as members of the audit committee of the Board of Directors; Messrs. Taylor, Rosenberg, Vender and Napolitano were appointed to serve as members of the compensation committee of the Board of Directors; and Messrs. Rosenberg, Scott and Napolitano were appointed to serve as members of the nominating and corporate governance committee of the Board of Directors. Biographical information regarding these directors, and a description of the material terms of their annual compensation following the consummation of the Offering have previously been reported by the Company in the Prospectus, which descriptions are incorporated herein by reference. Non-Employee Director Equity Grants

On June 24, 2014, the Company granted restricted stock to its non-employee directors under the Omnibus Incentive Plan, representing the prorated amount of the directors’ annual equity award for fiscal 2013. The non-employee directors were granted restricted stock in the following amounts: Mr. Napolitano received 3,410 shares, and each of Messrs. Covert, Rosenberg, Scott, Taylor, Vender and Hosler received 1,702 shares. For further information regarding the Omnibus Incentive Plan, see “Executive Compensation—Compensation Arrangements to be Adopted in Connection with this Offering—2014 Omnibus Incentive Plan” in the Prospectus. For further information regarding these non-employee director equity grants, see “Executive Compensation—Narrative to Director Compensation Table” in the Prospectus.

Amendments to Employment Agreements

On June 24, 2014, First Choice ER, LLC entered into amendments to the employment agreements with each of Messrs. Hall, Fielding and Cherrington. The amendments to the employment agreements of Messrs. Hall, Fielding and Cherrington are filed herewith as Exhibits 10.6, 10.7 and 10.8, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as Exhibits 10.11, 10.12 and 10.13, respectively, to the Registration Statement and described in the Prospectus. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 25, 2014, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) became effective and the

Company’s bylaws were also amended and restated (the “Bylaws”), each as contemplated by the Registration Statement. The Charter and Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. The terms of the Charter and Bylaws are substantially the same as the terms set forth in the forms previously filed as Exhibits 3.1 and 3.2, respectively, to the Registration Statement and described in the Prospectus. Item 8.01 Other Events.

On June 30, 2014, the Company completed the Offering, including the exercise in full by the underwriters of their option to purchase

additional shares, of 735,000 shares of Common Stock. The Company sold 5,321,414 shares of Common Stock for cash consideration of $22.00 per share ($20.46 per share, net of underwriting discounts and commissions) to a syndicate of underwriters led by Deutsche Bank Securities Inc. and Goldman, Sachs & Co., for approximately $108,876,130.44 in net proceeds. The remaining 313,586 shares of Common Stock were sold by SCP III Conduit for approximately $6,415,969.56 in net proceeds. The Company did not receive any of the proceeds from the sale of shares of Common Stock by SCP III Conduit. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

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Exhibit No.

Description of Exhibit 1.1

Underwriting Agreement, dated June 24, 2014, by and among the Company, Adeptus Health LLC, SCP III AIV THREE-FCER Conduit, L.P. and the several underwriters.

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3.1 Amended and Restated Certificate of Incorporation of Adeptus Health Inc., dated June 25, 2014.

3.2

Amended and Restated By-laws of Adeptus Health Inc. 4.1

Stockholders’ Agreement, dated as of June 25, 2015, by and among the Company, SCP III AIV THREE-FCER, L.P. and SCP III AIV THREE-FCER Conduit, L.P.

10.1

Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC, dated June 24, 2014. 10.2

Registration Rights Agreement, dated as of June 25, 2014, by and among the Company and the stockholders named therein. 10.3

Tax Receivable Agreement, dated as of June 25, 2014, by and among Adeptus Health Inc. and the other parties named therein. 10.4

Termination Agreement with respect to the Advisory Services Agreement, dated as of June 24, 2014,by and between Sterling Fund Management, LLC and First Choice ER, LLC.

10.5

Agreement and Plan of Merger, dated as of June 24, 2014, by and among the Company, SCP III AIV THREE-FCER Blocker, Inc. and SCP III AIV THREE-FCER Conduit, L.P.

10.6

Amendment to Employment Agreement, dated as of June 24, 2014, by and between First Choice ER, LLC and Thomas S. Hall. 10.7

Amendment to Employment Agreement, dated as of June 24, 2014, by and between First Choice ER, LLC and Timothy L. Fielding.

10.8

Amendment to Employment Agreement, dated as of June 24, 2014, by and between First Choice ER, LLC and Graham B. Cherrington.

10.9

Adeptus Health Inc. 2014 Omnibus Incentive Plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

June 30, 2014

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Adeptus Health Inc.

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

Title: Treasurer and Chief Financial Officer

EXHIBIT INDEX

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Exhibit No.

Description of Exhibit 1.1

Underwriting Agreement, dated June 24, 2014, by and among the Company, Adeptus Health LLC, SCP III AIV THREE-FCER Conduit, L.P. and the several underwriters.

3.1

Amended and Restated Certificate of Incorporation of Adeptus Health Inc., dated June 25, 2014. 3.2

Amended and Restated By-laws of Adeptus Health Inc. 4.1

Stockholders’ Agreement, dated as of June 25, 2015, by and among the Company, SCP III AIV THREE-FCER, L.P. and SCP III AIV THREE-FCER Conduit, L.P.

10.1

Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC, dated June 24, 2014. 10.2

Registration Rights Agreement, dated as of June 25, 2014, by and among the Company and the stockholders named therein. 10.3

Tax Receivable Agreement, dated as of June 25, 2014, by and among Adeptus Health Inc. and the other parties named therein. 10.4

Termination Agreement with respect to the Advisory Services Agreement, dated as of June 24, 2014,by and between Sterling Fund Management, LLC and First Choice ER, LLC.

10.5

Agreement and Plan of Merger, dated as of June 24, 2014, by and among the Company, SCP III AIV THREE-FCER Blocker, Inc. and SCP III AIV THREE-FCER Conduit, L.P.

10.6

Amendment to Employment Agreement, dated as of June 24, 2014, by and between First Choice ER, LLC and Thomas S. Hall. 10.7

Amendment to Employment Agreement, dated as of June 24, 2014, by and between First Choice ER, LLC and Timothy L. Fielding.

10.8

Amendment to Employment Agreement, dated as of June 24, 2014, by and between First Choice ER, LLC and Graham B. Cherrington.

10.9

Adeptus Health Inc. 2014 Omnibus Incentive Plan.

Exhibit 1.1

4,900,000 Shares

Adeptus Health LLC Adeptus Health Inc.

Common Stock

($0.01 Par Value)

UNDERWRITING AGREEMENT

June 24, 2014

Deutsche Bank Securities Inc. Goldman, Sachs & Co. As Representatives of the

several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005 c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282 Ladies and Gentlemen:

Adeptus Health Inc., a Delaware corporation (the “ Issuer ”) proposes to sell to the several underwriters (the “ Underwriters ”) named on Schedule I hereto for whom you are acting as representatives (the “ Representatives ”) an aggregate of 4,900,000 shares (the “ Firm Shares ”) of the Class A common stock, $0.01 par value (the “ Common Stock ”) of the Issuer after the Reorganization Transactions (as described below). The Issuer, after the Reorganization Transactions, and Adeptus Health LLC, a Delaware limited liability company (“ Adeptus LLC ”), before the Reorganization Transactions, are referred to herein as the “ Company ”. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company and SCP III AIV THREE-FCER Conduit, L.P. (the “ Selling Stockholder ”) propose to sell at the Underwriters’ option an aggregate of up to 735,000 additional shares of the Company’s Common Stock (the “ Option Shares ”) as set forth below. The Company and the Selling Stockholder are sometimes referred to herein collectively as the “ Sellers ”.

Adeptus LLC is the entity through which the Issuer will conduct its operations following the offering. Prior to the Closing

Date, (1) the operating agreement of Adeptus LLC

will be amended and restated to, among other things, modify its capital structure by creating a single new class of limited liability company units (“ LLC Units ”) and to enable the Issuer to become the sole managing member of Adeptus LLC, (2) the stockholder of SCP III AIV THREE-FCER Blocker, Inc., one of the Issuer’s existing owners and an affiliate of Sterling Partners will (A) receive shares of Common Stock and will no longer hold LLC Units following the offering, and (B) merge with the Issuer or a wholly-owned subsidiary of the Issuer, and (3) the Issuer’s other existing owners, including certain members of management, directors and affiliates of Sterling Partners, will continue to hold LLC Units (along with Class B common stock, $0.01 par value, which will entitle the holders thereof to vote on all matters to be voted on by the Company’s stockholders generally). We refer to the foregoing transactions collectively as the “ Reorganization Transactions ”. The amended and restated operating agreement of Adeptus LLC will also give certain of its existing owners, including certain members of management, directors and affiliates of Sterling Partners (subject to the terms of the amended and restated operating agreement), the right to exchange their LLC Units (together with a corresponding number of shares of Class B common stock) for shares of Common Stock on a one-for-one basis following the Reorganization Transactions.

As the Representatives, you have advised the Company and the Selling Stockholder that the several Underwriters are willing,

acting severally and not jointly, to purchase the numbers of Firm Shares set forth opposite their respective names on Schedule I hereto, plus their pro rata portion of the Option Shares if you elect to exercise the option in whole or in part for the accounts of the several Underwriters. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “ Shares ”.

In consideration of the mutual agreements contained herein and of the interests of the parties in the transactions contemplated

hereby, the parties hereto agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING STOCKHOLDER.

(a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-196142) with respect to the Shares has been prepared by the

Company in conformity with the requirements of the Securities Act of 1933, as amended (the “ Act ”), and the rules and regulations (the “ Rules and Regulations ”) of the Securities and Exchange Commission (the “ Commission ”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “ Registration Statement ”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the

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Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this underwriting agreement (this “ Agreement ”) and no order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. “ Prospectus ” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “ Preliminary Prospectus ”.

(ii) As of the Applicable Time (as defined below) and as of the Closing Date or the Option Closing Date (each as

defined below), as the case may be, none of (i) the General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below) and the information included on Schedule IV hereto, all considered together (collectively, the “ General Disclosure Package ”), and (ii) any individual Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, and (iii) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Company makes no representations or warranties as to information contained in or omitted from any Issuer Free Writing Prospectus, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representatives, specifically for use therein, it being understood and agreed that the only such information is that described in Section 12 hereof; provided, further, however , that the Company makes no representations or warranties as to information contained in or omitted from any Issuer Free Writing Prospectus, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Selling Stockholder, specifically for use therein, it being understood and agreed that the only such information is the Selling Stockholder’s name and the information relating to its holdings of Common Stock set forth under the caption “Principal and Selling Stockholder” in the Registration Statement, the General Disclosure Package and the Prospectus.

As used in this subsection and elsewhere in this Agreement: “ Applicable Time ” means 6:15 p.m. (New York time) on the date of this Agreement or such other time as agreed to by the

Company and the Representatives. “ General Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus (other than a “ bona fide electronic

road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”) that is identified on Schedule V hereto. “ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus”, as defined in Rule 433 under the Act,

including without limitation any “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations of the Act (“Rule 405”)) relating to the Shares that is (i) required to be filed with the Commission by the Company, (ii) a “road show

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that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) excepted from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Shares or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“ Limited Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is not a General Use Free Writing

Prospectus. “ Statutory Prospectus ” means the Preliminary Prospectus dated June 20, 2014. (iii) Each of the Issuer, Adeptus LLC and, except as would not reasonably be expected to result in a Material

Adverse Effect (as defined below), Adeptus LLC’s subsidiaries has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the subsidiaries of the Company as listed in Exhibit A hereto (collectively, the “ Subsidiaries ”) has been duly organized and is validly existing as a corporation, limited liability company or similar entity in good standing under the laws of the jurisdiction of its organization with requisite power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus. The Subsidiaries are the only subsidiaries, direct or indirect, of the Company. The Company and each of the Subsidiaries are, and after giving effect to the Reorganization Transactions will be, duly qualified to transact business in all jurisdictions in which the conduct of their business requires such qualification except where the failure to be so qualified would not (i) individually or in the aggregate, reasonably be expected to result in a material adverse effect on the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and of the Subsidiaries taken as a whole (the occurrence of any such effect being referred to as a “ Material Adverse Effect ”) or (ii) prevent the consummation of the transactions contemplated hereby. The outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of all liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding.

(iv) From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier,

the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act (an “ Emerging Growth Company ”). “ Testing-

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the-Waters Communication ” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.

(v) The outstanding shares of Common Stock of the Company, including all shares to be sold by the Selling

Stockholder, have been duly authorized and validly issued and are fully paid and non-assessable; the Shares to be issued and sold by the Company have been duly authorized and when issued and paid for as contemplated herein will be validly issued, fully paid and non-assessable; and no preemptive or similar rights of stockholders exist with respect to any of the Shares or the issue and sale thereof. Neither the filing of the Registration Statement nor the offering or sale of the Shares as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares of Common Stock.

(vi) The information set forth under the caption “Capitalization” in the Registration Statement and the Prospectus

(and any similar section or information contained in the General Disclosure Package) is true and correct in all material respects. All of the Shares conform in all material respects to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. Subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (i) issued any securities; (ii) incurred any liability or obligation, direct or contingent, for borrowed money; or (iii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

(vii) The Commission has not issued an order preventing or suspending the use of any Preliminary Prospectus, any

Issuer Free Writing Prospectus or the Prospectus relating to the proposed offering of the Shares, and no proceeding for that purpose or pursuant to Section 8A of the Act has been instituted or, to the Company’s knowledge, threatened by the Commission. The Registration Statement, at the time it became effective, contained, and the Prospectus and any amendments or supplements thereto, as of the Closing Date and the Option Closing Date, as the case may be, will contain, all statements which are required to be stated therein by, and will conform to, the requirements of the Act and the Rules and Regulations. As of the applicable effective date of the Registration Statement and any amendments thereto, the Registration Statement and any amendments thereto do not contain, and will not contain, any untrue statement of a material fact and do not omit, and will not omit, to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and as of its date, the Closing Date and the Option Closing Date, the Prospectus and any amendments and supplements thereto do not contain, and will not contain, any untrue statement of a material fact; and do not omit, and will not omit, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Company makes no representations or warranties as to information contained in or omitted from the Registration Statement or the Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representatives, specifically for use therein, it being understood and agreed that the only such information is that described in Section 12 hereof; provided, further, however , that the Company makes no

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representations or warranties as to information contained in or omitted from the Registration Statement or Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Selling Stockholder, specifically for use therein, it being understood and agreed that the only such information is the Selling Stockholder’s name and the information relating to its holdings of Common Stock set forth under the caption “Principal and Selling Stockholder” in the Registration Statement, the General Disclosure Package and the Prospectus.

(viii) No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration

Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified; provided , however , that the Company makes no representations or warranties as to information contained in or omitted from the Issuer Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representatives, specifically for use therein, it being understood and agreed that the only such information is that described in Section 12 hereof; provided, further, however , that the Company makes no representations or warranties as to information contained in or omitted from the Issuer Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Selling Stockholder, specifically for use therein, it being understood and agreed that the only such information is the Selling Stockholder’s name and the information relating to its holdings of Common Stock set forth under the caption “Principal and Selling Stockholder” in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) such that no filing of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Shares.

(ix) The Company (a) has not alone engaged in any Testing-the-Waters Communication and (b) has not authorized

anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule VI hereto. “ Written Testing-the-Waters Communication ” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act.

(x) The Company has not, directly or indirectly, distributed and will not distribute any offering material in

connection with the offering and sale of the Shares other than any Preliminary Prospectus, the Prospectus and other materials, if any, permitted under the Act and consistent with Section 4(a)(ii) hereof. The Company will file with the Commission all Issuer Free Writing Prospectuses in the time required under Rule 433(d) under the Act. The Company has satisfied or will satisfy the conditions in Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show.

(xi) (i) At the time of filing the Registration Statement and (ii) as of the date hereof (with such date being used as the

determination date for purposes of this clause (ii)), the Company was not and is not an “ineligible issuer” (as defined in Rule 405 under the Act, without

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taking into account any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an ineligible issuer), including, without limitation, for purposes of Rules 164 and 433 under the Act with respect to the offering of the Shares as contemplated by the Registration Statement.

(xii) The consolidated financial statements of the Company and its consolidated subsidiaries, together with related

notes and schedules as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, comply in all material respects with the applicable requirements of the Act and present fairly in all material respects the financial position and the results of operations and cash flows of the Company and the consolidated Subsidiaries, at the indicated dates and for the indicated periods. Such financial statements and related schedules have been prepared in accordance with United States generally accepted principles of accounting (“ GAAP ” ), consistently applied throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made. The summary and selected consolidated financial and statistical data included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and such data has been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company. The pro forma financial statements and other pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements, have been properly compiled on the pro forma bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the Rules and Regulations) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus that are not included as required.

(xiii) KPMG LLP, who have certified certain of the financial statements filed with the Commission as part of the

Registration Statement, the General Disclosure Package and the Prospectus, is an independent registered public accounting firm with respect to the Company and the Subsidiaries within the meaning of the Act and the applicable Rules and Regulations and the Public Company Accounting Oversight Board (United States) (the “ PCAOB ”) as required by the Act.

(xiv) Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated

by the Commission and the New York Stock Exchange (the “ Exchange ”) thereunder (collectively, the “ Sarbanes-Oxley Act ”) have been 7

applicable to the Company, there is and has been no failure on the part of the Company to comply in all material respects with any provision of the Sarbanes-Oxley Act. The Company has taken all necessary actions to ensure that it is in compliance with all provisions of the Sarbanes-Oxley Act that are in effect and with which the Company is required to comply (including Section 402 related to loans) and is actively taking steps to ensure that it will be in compliance with other provisions of the Sarbanes-Oxley Act not currently in effect or which will become applicable to the Company. As of the date of the initial filing of the registration statement referred to in Section 1(a)(i) hereof, there were no outstanding personal loans made, directly or indirectly, by the Company to any director or executive officer of the Company.

(xv) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no

legal, governmental, administrative or regulatory investigation, action, suit, claim or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, or to which any property of the Company or its Subsidiaries is, or to the knowledge of the Company, would reasonably be expected to be, subject, before any court or regulatory or administrative agency or otherwise which if determined adversely to the Company or any of its Subsidiaries would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby. There are no current or pending legal, governmental, administrative or regulatory investigations, actions, suits, claims or proceedings that are required under the Act to be described in the Registration Statement, the General Disclosure Package or the Prospectus that are not so described in the Registration Statement, the General Disclosure Package or the Prospectus. There are no statutes, regulations or contracts or other documents that are required under the Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the General Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the General Disclosure Package or the Prospectus.

(xvi) The Company and its Subsidiaries have, and after giving effect to the Reorganization Transactions will have,

good and marketable title to all of the properties and assets reflected as owned in the consolidated financial statements hereinabove described or described in the Registration Statement, the General Disclosure Package and the Prospectus, subject to no lien, mortgage, pledge, charge or encumbrance of any kind except (i) those reflected in such financial statements or described in the Registration Statement, the General Disclosure Package and the Prospectus or which (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries or (iii) would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries do, and after giving effect to the Reorganization Transactions will, occupy their leased properties under valid and binding leases conforming in all material respects to the description thereof set forth in the Registration Statement, the General Disclosure Package and the Prospectus.

(xvii) Except as would not reasonably be expected to result in a Material Adverse Effect, (i) the Company and its

Subsidiaries have filed all U.S. federal, state, local and foreign tax returns which were required to be filed and have paid all taxes shown on such returns and have paid all assessments for taxes received by them to the extent that such assessment for

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taxes have become due and (ii) all tax liabilities that are not yet due have been adequately provided for in the financial statements of the Company. Except as would not be expected to result in a Material Adverse Effect, there is no tax deficiency that has been asserted in writing against the Company and its Subsidiaries.

(xviii) Since the date of the most recent financial statements included in the Registration Statement, the General

Disclosure Package and the Prospectus, (i) there has not been any material adverse change, or any development that would reasonably be expected to result in a prospective material adverse change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise), or prospects of the Company and its Subsidiaries taken as a whole, whether or not occurring in the ordinary course of business, (ii) there has not been any material transaction entered into or any material transaction that is probable of being entered into by the Company or its Subsidiaries, other than transactions in the ordinary course of business and changes and transactions described in the Registration Statement, the General Disclosure Package and the Prospectus, as each may be amended or supplemented, and (iii) neither the Company nor any of its Subsidiaries has sustained any loss or interference with its business that is material to the Company and its Subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.

(xix) Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus,

neither the Company nor any of its Subsidiaries is or with the giving of notice or lapse of time or both, will be, (i) in violation of its certificate or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, as applicable, (ii) in violation of or in default under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound or (iii) in violation of any law, order, rule or regulation judgment, order, writ or decree applicable to the Company or any Subsidiary of any court or of any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Company or any Subsidiary, or any of their properties or assets, except in the case of clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated, including the Reorganization Transactions, and the fulfillment of the terms hereof do not and will not conflict with or result in a breach of (i) any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties is bound, or of (ii) the certificate of incorporation or formation, articles of incorporation or association, charter, by-laws or other organizational documents, as applicable, of the Company or (iii) any law, order, rule or regulation judgment, order, writ or decree applicable to the Company or any Subsidiary of any court or of any government, regulatory body or administrative agency or other governmental

9

body having jurisdiction over the Company or any Subsidiary, or any of their properties or assets, except in the case of clauses (i) and (iii), for such conflicts, breaches or defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby.

(xx) The execution and delivery of, and the performance by the Company of its obligations under, this Agreement has

been duly and validly authorized by all necessary corporate, limited liability company or similar applicable action on the part of the Company, and this Agreement has been duly executed and delivered by the Company.

(xxi) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory,

administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions herein contemplated, including the Reorganization Transactions, has been obtained or made and is in full force and effect (except such additional steps as may be required by the Commission, the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) or such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under state securities or Blue Sky laws).

(xxii) Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus

and except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and after giving effect to the Reorganization Transactions, (i) the Company and its Subsidiaries (i) hold all licenses, registrations, certificates and permits from governmental authorities (collectively, “ Governmental Licenses ”) which are necessary to the conduct of their business, (ii) are in compliance with the terms and conditions of all Governmental Licenses, and all Governmental Licenses are valid and in full force and effect, and (iii) have not received any written or other notice of proceedings relating to the revocation or modification of any Governmental License.

(xxiii) The Company and its Subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights,

licenses, approvals, trade secrets and other similar rights (collectively, “ Intellectual Property Rights ”) reasonably necessary to conduct their businesses as now conducted in all material respects; and the expected expiration of any of such Intellectual Property Rights would not be reasonably expected to result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect.

(xxiv) Except as would not reasonably be expected to result in a Material Adverse Effect, none of the Intellectual

Property Rights or technology (including information technology and outsourced arrangements) employed by the Company or the Subsidiaries has been obtained or is being used by the Company or the Subsidiaries in violation of any contractual obligation binding on the Company or any of the Subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. Except as would not reasonably be expected to result in a Material Adverse Effect, the Company and the Subsidiaries do, and after giving effect to the Reorganization Transactions will, own or have a

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valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of the Company and the Subsidiaries (the “ Company IT Systems ”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company and the Subsidiaries as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries have implemented commercially reasonable backup, security and disaster recovery technology consistent in all material respects with applicable regulatory standards and customary industry practices.

(xxv) Neither the Company nor, to the Company’s knowledge, any of its affiliates, has taken or may take, directly or

indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of the Shares.

(xxvi) Neither the Company nor any Subsidiary is or, after giving effect to the Reorganization Transactions and the

offering and sale of the Shares contemplated hereunder and the application of the net proceeds from such sale as described in the Registration Statement, the General Disclosure Package and the Prospectus, will be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ 1940 Act ”).

(xxvii) The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined in

Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company believes its internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting . Since December 31, 2013, there has been no change in internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and

11

report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

(xxviii) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act); the Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations under the Exchange Act, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports.

(xxix) The statistical, industry-related and market-related data included in the Registration Statement, the General

Disclosure Package and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate in all material respects, and such data agree with the sources from which they are derived.

(xxx) The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with

applicable financial record-keeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes, the applicable rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction or authority over the Company or any of the Subsidiaries (collectively, the “ Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any or the Subsidiaries with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

(xxxi) Neither the Company nor any Subsidiary, nor, to the Company’s knowledge, any director, officer, agent,

employee, affiliate or representative of the Company or any of its Subsidiaries is currently subject to or the target of any U.S. sanctions administered or enforced by the U.S. government, including, without limitation, by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”) or any similar sanctions imposed by any other body, governmental or other, to which the Company or any of its Subsidiaries is subject (collectively, “ Sanctions ”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, (i) to fund any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or (ii) in any other manner that will result in a violation by

12

any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

(xxxii) Neither the Company nor any Subsidiary, nor, to the Company’s knowledge, any director, officer, agent,

employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries: (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity: (ii) has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment; (iv) violated or is in violation of any provision of the Bribery Act 2010 of the United Kingdom; or (v) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions (“ OECD Convention ”), the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “ FCPA ”) or any similar law or regulation to which the Company, any of its Subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries is subject. The Company, the Subsidiaries, and to the Company’s knowledge, their affiliates, have each conducted their businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(xxxiii) The Company and each of the Subsidiaries carry, or are covered by, insurance, from insurers of recognized

financial responsibility, in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is prudent and customary for companies engaged in similar businesses; neither the Company nor any of the Subsidiaries have been refused any coverage under insurance policies sought or applied for; and the Company and the Subsidiaries have no reason to believe that they will not be able to renew their existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their respective businesses at a cost that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(xxxiv) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse

Effect, each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ ERISA ”)) for which the Company or any member of its “Controlled Group” (defined as any organization that is a member of a controlled group of corporations within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “ Code ”)) would have liability (each a “ Plan ”) is in compliance in all material respects with all presently applicable statutes, rules and regulations, including ERISA and the Code; (ii) with respect to each Plan subject to Title IV of ERISA (a) no “reportable event” (as defined in Section 4043 of ERISA) has occurred for which the Company or any member of its Controlled Group would have any liability; and (b) neither the Company nor any member of its Controlled Group has incurred or expects to incur liability

13

under Title IV of ERISA (other than for contributions to the Plan or premiums payable to the Pension Benefit Guaranty Corporation, in each case in the ordinary course and without default); (iii) no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has failed to satisfy the minimum funding standard within the meaning of such sections of the Code or ERISA; and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

(xxxv) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are

no affiliations or associations between any member of FINRA and any of the Company’s officers, directors or 5% or greater securityholders. (xxxvi) Except in each case as otherwise disclosed in the Registration Statement, the General Disclosure Package and the

Prospectus: (i) except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary have complied and are in compliance with all applicable federal, state, local, foreign and international laws (including the common law), statutes, rules, regulations, orders, judgments, decrees or other applicable and legally binding requirements of any court, administrative agency or other governmental authority relating to pollution or to the protection of the environment, natural resources or human health or safety (to the extent relating to exposure to Hazardous Materials), or to the manufacture, use, generation, treatment, storage, disposal, release or threatened release of hazardous or toxic substances, pollutants, contaminants or wastes, or the arrangement for such activities (“ Environmental Laws ”); (ii) except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary have obtained and are in compliance with all permits, licenses, authorizations or other approvals required of them under Environmental Laws to conduct their respective businesses and are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such permits, licenses, authorizations or approvals; (iii) neither the Company nor any Subsidiary is a party to any judicial or administrative proceeding (including a notice of violation) under any Environmental Laws (a) to which a governmental authority is also a party and which involves potential monetary sanctions, unless it could reasonably be expected that such proceeding will result in monetary sanctions of less than $100,000, or (b) which is otherwise reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect; and no such proceeding is known to be threatened or contemplated; (iv) except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the Company nor any Subsidiary has received written notice or is otherwise aware of any pending or threatened claim or potential liability under Environmental Laws in respect of its past or present business, operations (including the disposal of hazardous substances at any off-site location), facilities or real property (whether owned, leased or operated) or on account of any predecessor or any person whose liability under any Environmental Laws it has agreed to assume; and neither the Company nor any Subsidiary is aware of any facts or conditions that would reasonably be expected to give rise to any such claim or liability; and (v) neither the Company nor any Subsidiary is aware of any matters regarding compliance with existing or reasonably anticipated Environmental Laws, or with any liabilities or other obligations under Environmental Laws (including asset retirement obligations), that would reasonably be expected

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to result in a Material Adverse Effect. “ Hazardous Materials ” means any material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or constituent thereof, in any form or amount, regulated or which would be reasonably expected to give rise to liability under any Environmental Law.

(xxxvii) Except in each case as otherwise disclosed in the Registration Statement, the General Disclosure Package and the

Prospectus, there has been no storage, generation, transportation, use, handling, treatment, Release or threat of Release of Hazardous Materials by, relating to or caused by the Company or any of its Subsidiaries (or, to the knowledge of the Company and its Subsidiaries, any other entity (including any predecessor) for whose acts or omissions the Company or any of its Subsidiaries is or would reasonably be expected to be liable) at, on, under or from any property or facility now or previously owned, operated or leased by the Company or any of its Subsidiaries, or at, on, under or from any other property or facility, in violation of any Environmental Laws or in a manner or amount or to a location that would reasonably be expected to result in any liability under any Environmental Law, except for any violation or liability which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. “ Release ” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment, or in, into, from or through any building or structure.

(xxxviii) The Shares have been approved for listing subject to notice of issuance on the Exchange. (xxxix) There are no relationships, direct or indirect, or related-party transactions involving the Company or any of the

Subsidiaries or any other person required to be described in the Registration Statement and the Prospectus which have not been described in such documents and the General Disclosure Package as required.

(xl) Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus,

after giving effect to the Reorganization Transactions, no Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.

(xli) Except as would not reasonably be expected to result in a Material Adverse Effect, no labor disturbance by or

dispute with employees of the Company or any of the Subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened. (xlii) Neither the Company nor any of the Subsidiaries is a party to any contract, agreement or understanding with any

person (other than this Agreement) that would give rise to a valid claim against the Company or any of the Subsidiaries or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

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(xliii) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the

captions “Description of Capital Stock” and “Certain Relationships and Related Party Transactions” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries in all material respects of such legal matters, agreements, documents or proceedings and present information required to be shown therein pursuant to the rules and regulations of the Commission. The statements included in the Registration Statement, the General Disclosure Package and the Prospectus under the caption: “Material United States Federal Income and Estate Tax Consequences to Non-U.S. Holders”, insofar as they purport to constitute summaries of matters of U.S. federal income tax laws or legal conclusions with respect thereto, fairly and accurately summarize the matters referred to therein in all material respects.

(xliv) The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the

captions: “Risk Factors—Risks Related to Healthcare Regulation” and “Business—Government Regulation”, insofar as such statements describe the state, federal and administrative healthcare laws, rules and regulations relating to the provision of healthcare services which are applicable to the Company or any of its Subsidiaries (the “ Healthcare Laws ”), are true and correct in all material respects; and there are no applicable state, federal and/or administrative healthcare laws, rules and regulations relating to the provision of healthcare services which as of this date are material to the business of the Company or any of its Subsidiaries, which are not described in the Registration Statement, the General Disclosure Package or the Prospectus. Neither the Company nor any of its Subsidiaries is in violation of any Healthcare Laws, except for any violation that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) each of the Company and its Subsidiaries has filed, maintained and obtained all notices, reports, documents, forms, notifications, submissions, supplements, amendments or other information required to be filed under the Healthcare Laws, and (ii) all such notices were complete and correct on the date filed, or have been subsequently corrected or supplemented. Neither the Company nor any of its Subsidiaries has received any written notice of potential or actual material non-compliance by, or material liability of, the Company or any of its Subsidiaries under any Healthcare Laws.

(xlv) There are no debt securities or preferred stock issued, or guaranteed by, the Company or any of its Subsidiaries

that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

(b) The Selling Stockholder represents and warrants as follows: (i) The Selling Stockholder now has and at the Option Closing Date (as such date is hereinafter defined) will have

good and marketable title to the Option Shares to be sold by the Selling Stockholder, free and clear of any liens, encumbrances, equities and claims, and the legal right, power and authority to effect the sale and delivery of such Option Shares. Upon payment for the Option Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“ Cede ”) or such other nominee as may be designated by the Depository Trust Company (“ DTC ”),

16

registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

(ii) The Selling Stockholder has the legal right, power and authority to execute and deliver this Agreement and to

perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. The execution and delivery of this Agreement and the consummation by the Selling Stockholder of the transactions herein contemplated and the fulfillment by the Selling Stockholder of the terms hereof will not require any consent, approval, authorization, or other order of any court, regulatory body, administrative agency or other governmental body (except as may be required under the Act, state securities laws or Blue Sky laws) and will not result in a breach of any of the terms and provisions of, or constitute a default under, organizational documents of the Selling Stockholder, if not an individual, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Selling Stockholder is a party, or of any order, rule or regulation applicable to the Selling Stockholder of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction.

(iii) The Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to, or which

has constituted, or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of the Common Stock of the Company and, other than as permitted by the Act, the Selling Stockholder will not distribute any prospectus or other offering material in connection with the offering of the Shares.

(iv) The sale of the Option Shares by the Selling Stockholder pursuant hereto is not prompted by any material

information concerning the Company or any of the Subsidiaries which is not set forth in the Registration Statement, the General Disclosure Package and the Prospectus and the documents incorporated by reference therein.

(v) As of the Applicable Time and as of the Closing Date or the Option Closing Date, as the case may be, neither (i)

the General Disclosure Package nor (ii) any individual Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of

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the circumstances under which they were made, not misleading; provided , however , that the representations or warranties in this Section 1(b)(v) are limited to information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder specifically for use in the General Disclosure Package or any individual Limited Use Free Writing Prospectus, it being understood and agreed that the only such information is the Selling Stockholder’s name and the information relating to its holdings of Common Stock set forth under the caption “Principal and Selling Stockholder” in the Registration Statement, the General Disclosure Package and the Prospectus.

(vi) No consent, approval or waiver is required under any instrument or agreement to which the Selling Stockholder

is a party or by which the Selling Stockholder is bound or under which he or it is entitled to any right or benefit, in connection with the offering, sale or purchase by the Underwriters of any of the Shares which may be sold by the Selling Stockholder under this Agreement or the consummation by the Selling Stockholder of any of the other transactions contemplated hereby.

(vii) There are no affiliations or associations between any member of FINRA and the Selling Stockholder or any

affiliate of the Selling Stockholder. (viii) The Selling Stockholder is not a party to any contract, agreement or understanding with any person (other than

this Agreement) that would give rise to a valid claim against the Company or any of the Subsidiaries or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

(ix) The Selling Stockholder has not prepared or had prepared on its behalf or used or referred to any “free writing

prospectus” as defined in Rule 405 under the Act and has not distributed any written materials in connection with the offer or sale of the Shares.

(x) Neither the Selling Stockholder nor any of its subsidiaries, nor, to the Selling Stockholder’s knowledge, any

director, officer, employee, agent, affiliate or representative of the Selling Stockholder or any of its subsidiaries, is a person that is, or is owned or controlled by a person that is currently subject to any U.S. sanctions administered by OFAC or other economic sanctions; and the Selling Stockholder will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or other economic sanctions.

(xi) The operations of the Selling Stockholder and its subsidiaries are and have been conducted at all times in

compliance with Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Stockholder, any director, officer, employee, agent or other affiliate or other person associated with or acting on behalf of the Selling Stockholder with respect to the Money Laundering laws is pending or, to the Selling Stockholder’s knowledge, threatened.

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2. PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES.

(a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $20.46 per share, the number of Firm Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder.

(b) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds to an account

designated by the Company against delivery of certificates or book entry interests therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “ Closing Date ”. As used herein, “ business day ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.

(c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and

conditions herein set forth, the Company and the Selling Stockholder hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. The maximum number of Option Shares to be sold by the Company and the Selling Stockholder is set forth opposite their respective names on Schedule II hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Sellers, setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates or book entry interests are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by the Company and the Selling Stockholder shall be determined on a pro rata basis based on the number of Shares set forth opposite their respective names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates or book entry interests for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “ Option Closing Date ”). If the date of exercise of the option is two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being

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purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Sellers. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in federal (same day) funds drawn to the order of the Company for the Option Shares to be sold by it and to the order of the Selling Stockholder for the Option Shares to be sold by the Selling Stockholder, in each case against delivery of certificates or book entry interests therefor to the Representatives for the several accounts of the Underwriters through the facilities of The Depository Trust Company, New York, New York.

(d) If on the Option Closing Date any Selling Stockholder fails to sell the Option Shares which the Selling Stockholder

has agreed to sell on such date, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents the Option Shares which the Selling Stockholder has failed to so sell, or such lesser number as may be requested by the Representatives.

3. OFFERING BY THE UNDERWRITERS.

It is understood that the several Underwriters are to make a public offering of the Firm Shares as soon as the Representatives deem it advisable to do so. The Firm Shares are to be initially offered to the public at the initial public offering price set forth in the Prospectus. The Representatives may from time to time thereafter change the public offering price and other selling terms.

It is further understood that you will act as the Representatives for the Underwriters in the offering and sale of the Shares in

accordance with a Master Agreement Among Underwriters entered into by you and the several other Underwriters.

4. COVENANTS OF THE COMPANY AND THE SELLING STOCKHOLDER.

(a) The Company covenants and agrees with the several Underwriters that: (i) The Company will (A) prepare and timely file with the Commission under Rule 424(b) under the Act a

Prospectus in a form approved by the Representatives containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules 430A, 430B or 430C under the Act and (B) not file any amendment to the Registration Statement or distribute an amendment or supplement to the General Disclosure Package or the Prospectus of which the Representatives shall not previously have been advised and furnished with a copy or to which the Representatives shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations.

(ii) The Company will (i) not make any offer relating to the Shares that would constitute an Issuer Free Writing

Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) required to be filed by the Company with the Commission under Rule 433 under the Act unless the Representatives approve its use in writing prior to first use (each, a “ Permitted Free Writing Prospectus ”); provided that the prior

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written consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectus(es) included on Schedule V hereto, (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 164 and 433 under the Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy the conditions in Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show.

(iii) The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth

Company at any time prior to the later of (a) completion of the distribution of the Securities within the meaning of the Act and (b) completion of the Lock-Up Period (as defined below).

(iv) The Company will advise the Representatives promptly (A) when the Registration Statement or any post-

effective amendment thereto shall have become effective, (B) of receipt of any comments from the Commission, (C) when any supplement to the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed, (D) of any request of the Commission for amendment of the Registration Statement or for supplement to the General Disclosure Package or the Prospectus or for any additional information, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or of the institution of any proceedings for that purpose or pursuant to Section 8A of the Act, (F) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the General Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, and (G) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any order referred to in clause (E) or (G) of this paragraph and to obtain as soon as possible the lifting thereof, if issued.

(v) The Company will cooperate with the Representatives in endeavoring to qualify the Shares for sale under the

securities laws of such jurisdictions as the Representatives may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose; provided that the Company shall not be required to (x) qualify as a foreign corporation or other entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify, (y) file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, or (z) subject itself to taxation in any such jurisdiction if it is not otherwise so subject. The Company will, from time to time, prepare and file such statements,

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reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Representatives may reasonably request for distribution of the Shares.

(vi) The Company will deliver to, or upon the order of, the Representatives, from time to time, as many copies of any

Preliminary Prospectus as the Representatives may reasonably request. The Company will deliver to, or upon the order of, the Representatives, from time to time, as many copies of any Issuer Free Writing Prospectus as the Representatives may reasonably request. The Company will deliver to, or upon the order of, the Representatives during the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) (the “ Prospectus Delivery Period ”) is required under the Act, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Representatives may reasonably request. The Company will deliver to the Representatives at or before the Closing Date, four signed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Representatives such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested), and of all amendments thereto, as the Representatives may reasonably request.

(vii) The Company will comply with the Act and the Rules and Regulations, and the Exchange Act, and the rules and

regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) is required by law to be delivered by an Underwriter or dealer, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with the Act and the Rules and Regulations, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the requirements of the Act and the Rules and Regulations.

(viii) If the General Disclosure Package is being used to solicit offers to buy the Shares at a time when the Prospectus

is not yet available to prospective purchasers and any event shall occur or condition shall exist as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances, not misleading, or to make the statements therein not conflict with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the General Disclosure Package to comply with the Act and the Rules and Regulations, the Company promptly will prepare, file with the Commission (if required) and furnish to the Underwriters and any dealers an appropriate amendment or supplement to the General Disclosure Package.

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(ix) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in

any event not later than 15 months after the effective date of the Registration Statement, an earnings statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Act and Rule 158 under the Act and, to the extent such statement is not filed with the Commission, will advise you in writing when such statement has been so made available.

(x) Prior to the Closing Date, the Company will furnish to the Underwriters, as soon as they have been prepared by

or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration Statement, the General Disclosure Package and the Prospectus.

(xi) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or

occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(xii) During the period beginning from the date hereof and continuing to and including the date 180 days after the

date of the Prospectus (the “ Lock-Up Period ”), the Company will not, and will not permit Adeptus LLC to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any Common Stock or any securities of the Company that are exchangeable for the Shares, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Stock or any such substantially similar securities, or any limited liability company interest in Adeptus LLC, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (other than the Shares to be sold hereunder or pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement) other than (1) the reclassification of any units of Adeptus LLC in connection with the Reorganization Transactions, (2) the issuance by the Company of Class B common stock of the Company in connection with the Reorganization Transactions, (3) the issuance by the Company of Common Stock in exchange for LLC Units solely to the holder of such LLC Units, (4) the grant of options or the issuance of shares of Common Stock, restricted stock units or other similar instruments by the Company to employees, officers, directors, advisors or consultants under any employee benefit plans described in the Registration Statement, the General

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Disclosure Package and the Prospectus that do not become transferrable or result in the delivery of securities that become transferrable during the Lock-Up Period, (5) the issuance of up to 5% of the outstanding shares of Common Stock in connection with the acquisition of, a joint venture with or a merger with, another company, and the filing of a registration statement with respect thereto; provided that, in the case of each issuance pursuant to clauses (4) and (5), any recipient of such securities shall execute a Lock-Up Agreement substantially in the form attached hereto as Exhibit B or (6) with the prior written consent of both of the Representatives.

(xiii) The Company will use its best efforts to list the Shares, subject to notice of issuance, on the Exchange. (xiv) The Company has caused each person listed on Schedule VII hereto to execute and deliver to you, on or prior to

the date of this agreement, a letter or letters, substantially in the form attached hereto as Exhibit B (the “ Lock-Up Agreement ”). If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a Lock-Up Agreement for an officer or director of the Company and provides the Company with notice of the impending release or waiver, substantially in the form attached as Exhibit C hereto, at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit D hereto through a major news service at least two business days before the effective date of the release or waiver.

(xv) The Company shall apply the net proceeds of its sale of the Shares as set forth in the Registration Statement, the

General Disclosure Package and the Prospectus and shall file such reports with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Act.

(xvi) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the

Shares in such a manner as would require the Company or any of the Subsidiaries to register as an investment company under the 1940 Act. (xvii) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the

Company, a registrar for the Common Stock. (xviii) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has

constituted or might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any securities of the Company.

(xix) During a period of two years from the effective date of the Registration Statement, to furnish to you copies of all

reports or other communications (financial or other) furnished to stockholders, and to deliver to you as soon as they are available, copies of any current, periodic or annual reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; provided that any report, communication or financial statement furnished or filed with the Commission that is publicly available on the Commission’s EDGAR system shall be deemed to have been furnished to you at the time furnished with the Commission.

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(b) The Selling Stockholder covenants and agrees with the several Underwriters that: (i) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax

Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect to the transactions herein contemplated, the Selling Stockholder agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

(ii) The Selling Stockholder will not take, directly or indirectly, any action designed to constitute, or that has

constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (iii) The Selling Stockholder agrees that it will not prepare or have prepared on its behalf or use or refer to, any “free

writing prospectus” (as defined in Rule 405 under the Act), and agrees that it will not distribute any written materials in connection with the offer or sale of the Shares.

(iv) During the Prospectus Delivery Period, the Selling Stockholder will advise the Representatives promptly, and

will confirm such advice in writing to the Representatives, of any change in the information relating to the Selling Stockholder in the Registration Statement, the Prospectus or any document comprising the General Disclosure Package.

5. COSTS AND EXPENSES.

The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Sellers under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholder; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants (it being understood that the Company and the Underwriters shall each bear half the costs, respectively, associated with the cost of aircraft chartered in connection with the road show and that the Underwriters shall bear the cost of any other travel and lodging expenses they incur); (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including legal fees and disbursements in an

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amount not to exceed $40,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on of the Exchange; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(a)(ii) hereof); and (xii) and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Shares under foreign or state securities or Blue Sky laws and the preparation, printing and distribution of a Blue Sky memorandum (including the reasonable related fees and expenses of counsel for the Underwriters) in an amount not to exceed $15,000. To the extent, if at all, that the Selling Stockholder engages special legal counsel to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by the Company. Any transfer taxes imposed on the sale of the Shares to the several Underwriters by the Sellers will be paid by the Sellers pro rata. The Sellers shall not, however, be required to pay for any of the Underwriter’s expenses (other than those related to qualification under FINRA regulation (including legal fees and disbursements in an amount not to exceed $40,000) and state securities or Blue Sky laws (in an amount not to exceed $15,000)) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10 hereof or by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholder to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for all out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Stockholder shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares.

6. CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS.

The several obligations of the Underwriters to purchase the Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date are subject to the accuracy, as of the Applicable Time, the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties of the Company and the Selling Stockholder contained herein, and to the performance by the Company and the Selling Stockholder of their covenants and obligations hereunder and to the following additional conditions:

(a) The Registration Statement and all post-effective amendments thereto shall have become effective and the

Prospectus and each Issuer Free Writing Prospectus required shall have been filed as required by Rules 424, 430A, 430B, 430C or 433 under the Act, as applicable, within the time period prescribed by, and in compliance with, the Rules and Regulations, and any request of the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Representatives and

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complied with to their reasonable satisfaction. No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Act shall have been taken or, to the knowledge of the Company or the Selling Stockholder, shall be contemplated or threatened by the Commission and no injunction, restraining order or order of any nature by a federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance of the Shares.

(b) The Representatives shall have received on the Closing Date or the Option Closing Date, as the case may be, the

opinions of Simpson Thacher & Bartlett LLP, counsel for the Company, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Underwriters (and stating that it may be relied upon by counsel to the Underwriters) in form and substance satisfactory to the Representatives.

(c) The Representatives shall have received on the Closing Date or the Option Closing Date, as the case may be, the

opinions of the Company, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Underwriters (and stating that it may be relied upon by counsel to the Underwriters) in form and substance satisfactory to the Representatives.

(d) The Representatives shall have received on the Option Closing Date the opinions of Proskauer Rose LLP, counsel

for the Selling Stockholder, dated the Option Closing Date, addressed to the Underwriters (and stating that it may be relied upon by counsel to the Underwriters) in form and substance satisfactory to the Representatives.

(e) The Representatives shall have received on the Closing Date or the Option Closing Date, as the case may be, the

opinions of McGuireWoods LLP, special regulatory counsel for the Company, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Underwriters (and stating that it may be relied upon by counsel to the Underwriters) in form and substance satisfactory to the Representatives.

(f) The Representatives shall have received from Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters,

an opinion and 10b-5 statement, dated the Closing Date or the Option Closing Date, as the case may be, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(g) You shall have received, on each of the date hereof, the Closing Date and, if applicable, the Option Closing Date,

(i) a letter dated the date hereof, the Closing Date or the Option Closing Date, as the case may be, in form and substance satisfactory to you, of KPMG LLP, confirming that they are an independent registered public accounting firm with respect to the Company and the Subsidiaries within the meaning of the Act and the applicable Rules and Regulations and the PCAOB and stating that in their opinion the financial statements and schedules examined by them and included in the Registration Statement, the General Disclosure Package and the Prospectus comply in form in all material respects with the applicable accounting requirements of the Act and the related Rules and Regulations; and containing such

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other statements and information as is ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial and statistical information contained in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) a letter dated the date hereof, the Closing Date or the Option Closing Date, as the case may be, in form and substance satisfactory to you, of Ernst & Young LLP, confirming that they are an independent registered public accounting firm with respect to SCP III AIV THREE-FCER Blocker, Inc. within the meaning of the Act and the applicable Rules and Regulations and the PCAOB and stating that in their opinion the financial statements and schedules examined by them and included in the Registration Statement, the General Disclosure Package and the Prospectus comply in form in all material respects with the applicable accounting requirements of the Act and the related Rules and Regulations; and containing such other statements and information as is ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial and statistical information contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(h) The Representatives shall have received on the Closing Date and, if applicable, the Option Closing Date, as the case

may be, a certificate or certificates of the Chief Executive Officer and the Chief Financial Officer of the Company to the effect that, as of the Closing Date or the Option Closing Date, as the case may be, each of them severally represents as follows:

(i) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of

the Registration Statement or no order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus has been issued, and no proceedings for such purpose or pursuant to Section 8A of the Act have been taken or are, to his or her knowledge, contemplated or threatened by the Commission;

(ii) The representations and warranties of the Company contained in Section 1 hereof are true and correct as of the

Closing Date or the Option Closing Date, as the case may be; (iii) All filings required to have been made pursuant to Rules 424, 430A, 430B or 430C under the Act have been

made as and when required by such rules; and (iv) Since the respective dates as of which information is given in the Registration Statement, the General Disclosure

Package and Prospectus, there has not been any material adverse change or any development involving a prospective material adverse change in or affecting the business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business.

(i) The Representatives shall have received on the Closing Date or, if applicable, the Option Closing Date, as the case

may be, a certificate of the Selling Stockholder

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to the effect that, as of the Closing Date or the Option Closing Date, as the case may be, each of them severally represents as follows:

(i) The representations and warranties of the Selling Stockholder contained in Section 1 hereof are true and correct

as of the Closing Date or the Option Closing Date, as the case may be; and (ii) The Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to

be performed or satisfied hereunder on or prior to such date. (j) The Company and the Selling Stockholder shall have furnished to the Representatives such further certificates and

documents confirming the representations and warranties, covenants and conditions contained herein and related matters as the Representatives may reasonably have requested.

(k) The Firm Shares and Option Shares, if any, have been duly listed, subject to notice of issuance, on the Exchange. (l) The Lock-Up Agreements described in Section 4(a)(xii) hereof are in full force and effect. (m) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued

by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Option Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Stockholder; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Option Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Stockholder.

(n) The Reorganization Transactions shall have been consummated as described in the most recent Preliminary

Prospectus. The opinions and certificates mentioned in this Agreement shall be deemed to be in compliance with the provisions hereof

only if they are in all material respects satisfactory in the reasonable judgment of the Representatives and Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters.

If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this

Agreement to be fulfilled, the obligations of the Underwriters hereunder may be terminated by the Representatives by notifying the Company and the Selling Stockholder of such termination in writing or by telegram at or prior to the Closing Date or the Option Closing Date, as the case may be.

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In such event, the Selling Stockholder, the Company and the Underwriters shall not be under any obligation to each other

(except to the extent provided in Sections 5 and 7 hereof).

7. INDEMNIFICATION.

(a) The Company agrees: (i) to indemnify and hold harmless each Underwriter and the Selling Stockholder, the directors and officers of each

Underwriter and the Selling Stockholder and each person, if any, who controls any Underwriter and the Selling Stockholder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which such Underwriter or any such controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the Prospectus or any amendment or supplement thereto, (ii) with respect to the Registration Statement or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) with respect to any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the Prospectus or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; provided , however , that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 12 hereof; provided , further , however , that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Selling Stockholder, specifically for use therein, it being understood and agreed that the only such information is the Selling Stockholder’s name and the information relating to its holdings of Common Stock set forth under the caption “Principal and Selling Stockholder” in the Registration Statement, the General Disclosure Package and the Prospectus; and

(ii) to reimburse each Underwriter, the Selling Stockholder, each Underwriter’s and the Selling Stockholder’s

directors and officers, and each such controlling person upon demand for any legal or other out-of-pocket expenses reasonably incurred by such

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Underwriter, the Selling Stockholder or such controlling person in connection with investigating or defending any such loss, claim, damage or liability, action or proceeding or in responding to a subpoena or governmental inquiry related to the offering of the Shares, whether or not such Underwriter or controlling person is a party to any action or proceeding. In the event that it is finally judicially determined that the Underwriters or the Selling Stockholder, as the case may be, were not entitled to receive payments for legal and other expenses pursuant to this subparagraph, the Underwriters or the Selling Stockholder, as the case may be, will promptly return all sums that had been advanced pursuant hereto.

(b) The Selling Stockholder agrees to indemnify the Company, each of its directors, each of its officers who sign the

Registration Statement, each Underwriter, each Underwriters’ directors and officers and each person, if any, who controls the Company or any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such Underwriter or controlling person may become subject under the Act or otherwise to the same extent as indemnity is provided by the Company pursuant to Section 7(a) hereof; provided , however , that the Selling Stockholder shall be liable in each case to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to the Selling Stockholder furnished by or on behalf of the Selling Stockholder to the Company or the Representatives, specifically for use therein; provided , further , that, for purposes of this Agreement, the parties hereto agree that the only information furnished to the Company by the Selling Stockholder is the Selling Stockholder’s name and the information relating to its holdings of Common Stock set forth under the caption “Principal and Selling Stockholder” in the Registration Statement, the General Disclosure Package and the Prospectus; provided , further , that the liability under this subsection of the Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to the Selling Stockholder from the sale of Common Stock by the Selling Stockholder hereunder. This indemnity obligation will be in addition to any liability which the Selling Stockholder may otherwise have.

(c) Each Underwriter severally and not jointly will indemnify and hold harmless the Company, each of its directors,

each of its officers who have signed the Registration Statement, the Selling Stockholder, and each person, if any, who controls the Company or the Selling Stockholder within the meaning of the Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer, Selling Stockholder or controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the Prospectus or any amendment or supplement thereto, (ii) with respect to the Registration Statement or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) with respect to any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters

31

Communication, the Prospectus or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, Selling Stockholder or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided , however , that each Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus , the Prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 12 hereof. This indemnity agreement will be in addition to any liability which such Underwriter may otherwise have.

(d) In case any proceeding (including any governmental investigation) shall be instituted involving any person in

respect of which indemnity may be sought pursuant to this Section 7 , such person (the “ indemnified party ”) shall promptly notify the person against whom such indemnity may be sought (the “ indemnifying party ”) in writing. No indemnification provided for in Section 7(a) , (b) or (c) hereof shall be available to any party who shall fail to give notice as provided in this Section 7(d) if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice, but the failure to give such notice shall not relieve the indemnifying party or parties from any liability which it or they may have to the indemnified party for contribution or otherwise than on account of the provisions of Section 7(a) , (b) or (c) hereof. In case any such proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred (or within 30 days of presentation) the fees and expenses of the counsel retained by the indemnified party in the event (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party shall have failed to assume the defense and employ counsel acceptable to the indemnified party within a reasonable period of time after notice of commencement of the action. Such firm shall be designated in writing by you in the case of parties indemnified pursuant to Section 7(a) or (b) hereof and by the Company and the Selling Stockholder in the case of parties indemnified pursuant to Section 7(c) hereof. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any

32

loss or liability by reason of such settlement or judgment. In addition, the indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding of which indemnification may be sought hereunder (whether or not any indemnified party is an actual or potential party to such claim, action or proceeding) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(e) To the extent the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an

indemnified party under Section 7(a) , (b) or (c) hereof in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Selling Stockholder on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Stockholder bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholder on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company, the Selling Stockholder and the Underwriters agree that it would not be just and equitable if contributions

pursuant to this Section 7(e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any

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other method of allocation which does not take account of the equitable considerations referred to above in this Section 7(e) . The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this Section 7(e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7(e) , (i) no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Shares purchased by such Underwriter, (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation, and (iii) the Selling Stockholder shall not be required to contribute any amount in excess of the proceeds received by the Selling Stockholder from the Underwriters in the offering. The Underwriters’ obligations in this Section 7(e) to contribute are several in proportion to their respective underwriting obligations and not joint.

(f) In any proceeding relating to the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing

Prospectus, any Written Testing-the-Waters Communication, the Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought under this Section 7 hereby consents to the exclusive jurisdiction of (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan and (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “ Specified Courts ”), agrees that process issuing from such courts may be served upon it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join it as an additional defendant in any such proceeding in which such other contributing party is a party. The Company and the Selling Stockholder irrevocably appoint Corporation Service Company as their agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York.

(g) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or

contribution under this Section 7 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 7 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter, its directors or officers or any person controlling any Underwriter, the Company, its directors or officers or any persons controlling the Company, (ii) acceptance of any Shares and payment therefor hereunder, and (iii) any termination of this Agreement. A successor to any Underwriter, its directors or officers or any person controlling any Underwriter, or to the Company, its directors or officers, or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 7 .

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8. DEFAULT BY UNDERWRITERS.

If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or a Selling Stockholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder except to the extent provided in Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 8 , the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

9. NOTICES.

All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or telegraphed and confirmed as follows: if to the Underwriters, to Deutsche Bank Securities Inc., 60 Wall Street, 2nd Floor, New York, New York 10005, Attention: Equity Capital Markets — Syndicate Desk, fax: (212) 797-9344 (with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 36 Floor, New York, New York 10005, Attention: General Counsel, fax: (212) 797-4564) and to Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Registration Department; if to the Company to Adeptus Health Inc., 2941 South Lake Vista, Suite 200, Lewisville, Texas 75076, Attention: Chief Financial Officer; and if to the Selling Stockholder, to Sterling Partners, 401 North Michigan Avenue, Suite 3300, Chicago, Illinois 60611, Attention: Office of the General Counsel.

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th

10. TERMINATION.

This Agreement may be terminated by you by notice to the Sellers (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business; (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in the judgment of the Representatives, materially impair the investment quality of the Shares; (iii) suspension of trading in securities generally on the New York Stock Exchange or the NASDAQ Global Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such exchange; (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company; (v) the declaration of a banking moratorium by the United States, New York State or the State of Texas authorities; (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company’s debt securities or preferred stock by any “nationally recognized statistical ratings organization” (as defined in Section 3(a)(62) of the Exchange Act) or any public announcement by such organization that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading); (vii) the suspension of trading of the Company’s common stock by the Exchange, the Commission or any other governmental authority; or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 8 of this Agreement.

11. SUCCESSORS.

This Agreement has been and is made solely for the benefit of the Underwriters, the Company and the Selling Stockholder and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.

12. INFORMATION PROVIDED BY UNDERWRITERS.

The Company, the Selling Stockholder and the Underwriters acknowledge and agree that the only information furnished or to be furnished by any Underwriter to the Company

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for inclusion in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, or the Prospectus consists of the concession and reallowance information set forth in the third paragraph and the information set forth in the tenth and eleventh paragraphs under the caption “Underwriting” in the Prospectus.

13. MISCELLANEOUS.

The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Company or its directors or officers or the Selling Stockholder or controlling person thereof, as the case may be, and (c) delivery of and payment for the Shares under this Agreement.

The Company and the Selling Stockholder acknowledge and agree that each Underwriter in providing investment banking

services to the Company and the Selling Stockholder in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company and the Selling Stockholder do not intend such Underwriter to act in any capacity other than as an independent contractor, including as a fiduciary or in any other position of higher trust. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholder.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which

together shall constitute one and the same instrument. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the

Selling Stockholder and the Underwriters, or any of them, with respect to the subject matter hereof. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York, including,

without limitation, Section 5-1401 of the New York General Obligations Law. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),

the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the Selling

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Stockholder, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“

Related Proceedings ”) shall be instituted in the Specified Courts, and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “ Related Judgment ”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

The Underwriters, on the one hand, and the Company (on its own behalf and, to the extent permitted by law, on behalf of its

stockholders) and the Selling Stockholder, on the other hand, waive any right to trial by jury in any action, claim, suit or proceeding with respect to your engagement as underwriter or your role in connection herewith.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed

duplicates hereof, whereupon it will become a binding agreement among the Selling Stockholder, the Company and the several Underwriters in accordance with its terms.

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[Signature Page to Underwriting Agreement]

Very truly yours,

ADEPTUS HEALTH LLC

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

Title: Chief Financial Officer

Very truly yours,

ADEPTUS HEALTH INC.

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

Title: Chief Financial Officer

[Signature Page to Underwriting Agreement]

SCP III AIV THREE-FCER Conduit, L.P.

By: SC Partners III, L.P., its general partner

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

[Signature Page to Underwriting Agreement]

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

DEUTSCHE BANK SECURITIES INC.

GOLDMAN, SACHS & CO.

As Representatives of the several Underwriters listed on Schedule I hereto

By: Deutsche Bank Securities Inc.

By: /s/ Benjamin Marsh

Name: Benjamin Marsh

Title: Director

By: /s/ John Reed

Name: John Reed

Title: Director

By: Goldman, Sachs & Co.

By: /s/ Richard Cohn

Name: Richard Cohn

Title: Managing Director

SCHEDULE I

SCHEDULE OF UNDERWRITERS

Underwriter Number of Firm Shares to be Purchased

Deutsche Bank Securities Inc.

1,470,000

Goldman, Sachs & Co. 1,470,000

Evercore Group L.L.C.

563,500

Morgan Stanley & Co. LLC 563,500

Piper Jaffray & Co.

367,500

RBC Capital Markets, LLC 367,500

Dougherty & Company LLC

98,000

Total 4,900,000

SCHEDULE II

SCHEDULE OF OPTION SHARES

Name of Seller

Maximum Number of Option Shares to be Sold

Percentage of Total Number

of Option Shares

Adeptus Health Inc. 421,414

57.34 % SCP III AIV THREE-FCER Conduit, L.P.

313,586 42.66 %

Total 735,000

100 %

SCHEDULE IV

None.

SCHEDULE V

None.

SCHEDULE VI

Testing the Waters Investor Presentation used on May 20, 2014, May 21, 2014, May 27, 2014 and May 28, 2014.

SCHEDULE VII

SCP III AIV THREE-FCER Blocker, Inc. SCP III AIV Three-FCER, L.P. SCP III AIV THREE-FCER Conduit, LP 5-N Investments, LLC Thomas S. Hall Graham B. Cherrington Timothy L. Fielding Andrew Jordan Traci Bowen Mike Muzzarelli L. Richard Covert Daniel W. Rosenberg Gregory W. Scott Ronald L. Taylor Jeffrey S. Vendor Daniel J. Hosler Stephen Farber Stephen D. Farber Trust UTD Jacob J. Novak Jason Worley Heather Weimer Larry Buckelew David Pyle Tim Mueller Michael Corey Steven Napolitano

EXHIBIT A

List of subsidiaries of the Company.

Kuykendahl Medical Center LLC Plano ER Care Center LLC Sterling Ridge Medical Center LLC Copperwood Medical Center LLC Eagles Nest Medical Center LLC Pearland Parkway Medical Center LLC Louetta Medical Center LLC SSH Medical Center LLC WC Medical Center LLC Mid-Collin County Medical Center LLC Pflugerville Medical Center LLC Kingwood Medical Center LLC AJNH Medical Center LLC Basswood Medical Center LLC North Powers Medical Center LLC FM Crossing Medical Center LLC Katy ER Center LLC Center Street DP Medical Center LLC Colleyville Medical Center LLC Garland Shiloh Medical Center LLC WCB Medical Center LLC Mansfield Walnut Creek Medical Center LLC North Dallas Tollway Medical Center LLC Lewisville Medical Center LLC Mesquite Town East Medical Center LLC Arvada Ralston Medical Center LLC Little Elm FM 423 Medical Center LLC Austin Brodie Medical Center LLC Richardson Mimosa Medical LLC La Porte Medical Center LLC Briargate Medical Center LLC San Antonio Nacogdoches Medical Center LLC Alvin Medical Center LLC Lakewood Forest Medical Center LLC ECC Management LLC FCER Management LLC OpFree LLC OpFree Licensing LP OpFree RE Investments Ltd.

EXHIBIT B

LOCK-UP AGREEMENT

Adeptus Health Inc. Deutsche Bank Securities Inc. Goldman, Sachs & Co. As Representatives of the

Several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4 Floor New York, New York 10005 c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282 Ladies and Gentlemen:

The undersigned understands that Deutsche Bank Securities Inc. and Goldman, Sachs & Co. as representatives (the “ Representatives ”) of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “ Underwriting Agreement ”) with Adeptus Health Inc. (the “ Company ”), providing for the public offering by the Underwriters, including the Representatives, of Class A common stock, par value $0.01 (the “ Class A Common Stock ”), of the Company (the “ Public Offering ”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned agrees that, without the prior written consent of the Representatives, the undersigned will not, directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any shares of Class A Common Stock (including, without limitation, shares of Class A Common Stock of the Company which may be deemed to be beneficially owned by the undersigned currently or hereafter in accordance with the rules and regulations of the Securities and Exchange Commission (the “ Commission ”), shares of Class A Common Stock which may be issued upon exercise of a stock option or warrant and any other security convertible into or exchangeable for Class A Common Stock) or enter into any Hedging Transaction (as defined below) relating to the Class A Common Stock (each of the foregoing referred to as a “ Disposition ”) during the period specified in the following paragraph (the “ Lock-Up Period ”). The foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a Disposition during the Lock-Up Period, even if the securities would be disposed of by someone other than

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the undersigned. “ Hedging Transaction ” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Class A Common Stock. For the avoidance of doubt, this agreement shall not preclude any holders of shares of Class B common stock of the Company from exchanging such stock (together with an equivalent number of limited liability company units of Adeptus Health LLC) into Class A Common Stock in accordance with the provisions of the Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC, dated on or about the date of closing of the Public Offering , among the Company and the stockholders named therein; provided that (a) any shares of Class A Common Stock acquired in connection with any such exchange will be subject to the restrictions provided for in this agreement, (b) no public reports or filings (including filings under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) shall be required or shall be voluntarily made during the Lock-Up Period and (c) that no other Disposition of Class B common stock (together with an equivalent number of limited liability company units of Adeptus Health LLC) shall be permitted during the Lock-Up Period.

The initial Lock-Up Period will commence on the date hereof and continue until, and include, the date that is 180 days after

the date of the final prospectus relating to the Public Offering (the “ Initial Lock-Up Period ”). The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this

agreement during the period from the date of this agreement to and including the 34 day following the expiration of the Initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

Notwithstanding the foregoing, the undersigned may transfer any or all of the Class A Common Stock or other Company

securities (i) as a bona fide gift or gifts, (ii) by will or intestacy, (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iv) to any immediate family member or other dependent, (v) as a distribution to limited partners, members or stockholders of the undersigned, (vi) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned, (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi) above; provided that in the case of any transfer or distribution pursuant to clauses (i) and (iii) through (vii) above, no filing under Section 16(a) of the Exchange Act (other than a filing on Form 5), reporting a reduction in beneficial ownership of shares of Class A Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period, (viii) pursuant to an order of a court or regulatory agency or to comply with any regulations related to our ownership of the Class A Common Stock; provided that in the case of any transfer or distribution pursuant this clause, any filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Class A Common Stock, shall state that such transfer is pursuant to an order of a court or regulatory agency or to comply with any regulations related to the ownership of the Class A Common Stock unless such a statement would be prohibited by any applicable

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law, regulation or order of a court or regulatory agency, (ix) to the Company or its parent entities upon death, disability or termination of employment, in each case, of the undersigned, (x) to the Company or its parent entities (A) deemed to occur upon the cashless exercise of options or (B) for the sole purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or as a result of the vesting of Class A Common Stock under restricted stock units pursuant to employee benefit plans disclosed in the prospectus relating to the Public Offering; provided that in the case of any transfer or distribution pursuant this clause, except as a result of the vesting of Class A Common Stock under restricted stock units, no filing under Section 16(a) of the Exchange Act (other than a filing on Form 5), reporting a reduction in beneficial ownership of shares of Class A Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period, (xi) in connection with transactions by any person other than the Company relating to Class A Common Stock acquired in open market transactions after the completion of the Public Offering, or (xii) with the prior written consent of each of Deutsche Bank Securities Inc. and Goldman, Sachs & Co. on behalf of the Underwriters; provided that in the case of each transfer or distribution pursuant to clauses (i) through (vii) above, (a) each donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein and (b) any such transfer or distribution shall not involve a disposition for value. For purposes of this agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned agrees that it now has and, except as contemplated in clauses (i) through (xi) above, for the duration of the Lock-Up Period will have, good and marketable title to the shares of Class A common stock specified below and, at the time this letter was executed, its shares were free and clear of all liens, encumbrances and claims.

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days

before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Class A Common Stock, they will notify the Company of the impending release or waiver, and (ii) the Company has agreed or will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

The undersigned agrees that the Company may, and that the undersigned will, (i) with respect to any shares of Class A

Common Stock or other Company securities for which the undersigned is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company and (ii) with respect to any shares of Class A Common Stock or other Company securities for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such securities to cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company.

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The restrictions described in this agreement shall not apply to (i) the sale of the undersigned’s Class A Common Stock

pursuant to the Underwriting Agreement or (ii) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that no sales of other transfers occur under such plan during the Lock-Up Period and no public announcement or filing shall be required or voluntarily made by any person in connection therewith.

In addition, the undersigned hereby waives any and all notice requirements and rights with respect to registration of securities

pursuant to any agreement, understanding or otherwise setting forth the terms of any security of the Company held by the undersigned, including any registration rights agreement to which the undersigned and the Company may be party; provided that such waiver shall apply only to the proposed Public Offering, and any other action taken by the Company in connection with the proposed Public Offering.

The undersigned hereby agrees that, to the extent that the terms of this Lock-Up Agreement conflict with or are in any way

inconsistent with any registration rights agreement to which the undersigned and the Company may be a party, this Lock-Up Agreement supersedes such registration rights agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this

agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Notwithstanding anything herein to the contrary, if the closing of the Public Offering has not occurred prior to March 31,

2015 this agreement shall be of no further force or effect.

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Signature :

Print Name :

Number of shares owned subject to warrants, options or convertible securities:

EXHIBIT C

FORM OF WAIVER

Adeptus Health Inc.

Public Offering of Common Stock

[ ], 2014

[Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]:

This letter is being delivered to you in connection with the offering by Adeptus Health Inc. (the “ Company ”) of [ ] shares of common stock, $[ ] par value (the “ Common Stock ”), of the Company and the lock-up letter dated [ ], 2014 (the “ Lock-up Letter ”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [ ], 20[ ] , with respect to [ ] shares of Common Stock (the “ Shares ”).

Deutsche Bank Securities Inc. and Goldman, Sachs & Co. hereby agree to [waive] [release] the transfer restrictions set forth

in the Lock-up Letter, but only with respect to the Shares, effective [ ], 20[ ]; provided , however , that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.

Yours very truly,

Deutsche Bank Securities Inc.

By:

Name:

Title:

By:

Name:

Title:

Goldman, Sachs & Co.

By:

Name:

Title:

cc: Company

EXHIBIT D

FORM OF PRESS RELEASE

[Adeptus Health] [Date] (“[Adeptus Health]”) announced today that Deutsche Bank Securities Inc. and Goldman, Sachs & Co., the joint book-running managers in the Company’s recent public sale of shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

ADEPTUS HEALTH INC.

The present name of the corporation is Adeptus Health Inc. (the “ Corporation ”). The Corporation was incorporated under the name “Adeptus Health Inc.” by the filing of its original certificate of incorporation (the “ Original Certificate of Incorporation ”) with the Secretary of State of the State of Delaware on March 7, 2014. This Amended and Restated Certificate of Incorporation of the Corporation, which both restates and amends the provisions of the Original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. The Original Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

Section 1.1. Name . The name of the Corporation is Adeptus Health Inc.

ARTICLE II

Section 2.1. Address . The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801; and the name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

Section 3.1. Purpose . The purpose of the Corporation is to engage in any lawful act or activity for which corporations

may be organized under the General Corporation Law of the State of Delaware (the “ DGCL ”).

ARTICLE IV

Section 4.1. Capitalization . The total number of shares of all classes of stock that the Corporation is authorized to issue is 80,000,000 shares of stock, consisting of (i) 10,000,000 shares of Preferred Stock, par value $0.01 per share (“ Preferred Stock ”), (ii) 50,000,000 shares of Class A Common Stock, par value $0.01 per share (“ Class A Common Stock ”), and (iii) 20,000,000 shares of Class B Common Stock, par value $0.01 per share (“ Class B Common Stock ” and, together with the Class A Common Stock, the “ Common Stock ”). Subject to the rights of the holders of any shares of Preferred Stock, the number of authorized shares of any of the Class A Common Stock and Class B Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least 66 / % in voting power of the outstanding stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Class A Common Stock, Class B Common Stock or Preferred Stock voting separately as a class shall be required therefor.

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Upon this Amended and Restated Certificate of Incorporation becoming effective pursuant to the DGCL (the “ Effective Time ”), each share of the Corporation’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into one share of Class A Common Stock.

Section 4.2. Preferred Stock . (A) The Board of Directors of the Corporation (the “ Board ”) is hereby expressly authorized, by resolution or

resolutions, to provide one or more series of Preferred Stock (including convertible preferred stock) and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the powers, preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

(B) Except as otherwise required by law, holders of a series of Preferred Stock, as such, shall be entitled only to such

voting rights, if any, as shall expressly be granted thereto by this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to such series).

Section 4.3. Common Stock . (A) Voting Rights .

(1) Each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that to the fullest extent permitted by law, holders of Class A Common Stock, as such, shall have no voting power with respect to, and shall not be entitled to vote on, any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if only the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

(2) Each holder of Class B Common Stock, as such, shall be entitled to one vote for each share of Class B

Common Stock held of record by such holder on all matters on which stockholders are generally entitled to vote; provided, however, that to the fullest extent permitted by law, holders of Class B Common Stock, as such, shall have no voting power with respect to, and shall not be entitled to vote on, any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of

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one or more outstanding series of Preferred Stock if only the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

(3) Except as otherwise required in this Amended and Restated Certificate of Incorporation (including any

certificate of designations relating to any series of Preferred Stock) or by applicable law, the holders of Common Stock shall vote together as a single class on all matters (or, if any holders of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of Preferred Stock).

(B) Dividends; Stock Splits or Combinations .

(1) Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Class A Common Stock out of the assets of the Corporation that are by law available therefor, at such times and in such amounts as the Board in its discretion shall determine.

(2) In no event shall any stock split, reverse stock split, combination of stock, reclassification or

recapitalization be declared or made on any outstanding class of Common Stock of the Corporation unless contemporaneously therewith the shares of any other class of Common Stock of the Corporation and the LLC Units at the time outstanding are treated in the same proportion and the same manner.

(3) In no event shall any cash or stock dividends or distributions be declared or made on Class A Common

Stock unless the shares of Class A Common Stock at the time outstanding are treated equally and such cash or stock dividend or distribution is declared or made in the same economically equivalent manner on all LLC Units.

(4) Cash or stock dividends or distributions may not be declared or paid on the Class B Common Stock.

(C) Liquidation, Dissolution or Winding Up . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and other amounts, if any, to which the holders of Preferred Stock shall be entitled, the holders of all outstanding shares of Class A Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion to the number of shares held by each such stockholder. Without limiting the rights of the holders of Class B Common Stock to exchange their shares of Class B Common Stock and LLC Units for shares of Class A Common Stock in accordance with Section 3.6 of the Amended and Restated Limited Liability Company Agreement (or for the consideration payable in respect of shares of Class A Common Stock in such voluntary or involuntary liquidation, dissolution or winding up), the

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holders of shares of Class B Common Stock, as such, shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(D) Cancellation of Class B Common Stock . Immediately upon the exchange of an LLC Unit (together with a share of Class B Common Stock) for Class A Common Stock pursuant to the terms of the Amended and Restated Limited Liability Company Agreement and Article V hereof, such share of Class B Common Stock held by such exchanging holder of LLC Units shall automatically be canceled with no consideration being paid or issued with respect thereto. Any such canceled shares of Class B Common Stock shall no longer be outstanding and all rights with respect to such shares shall automatically cease and terminate.

(E) Shares Reserved for Issuance . The Corporation shall at all times reserve and keep available out of its authorized

but unissued shares of (1) Class A Common Stock, such number of shares of Class A Common Stock that shall from time to time be sufficient to effect the exchange of all outstanding LLC Units (along with Class B Common Stock) for Class A Common Stock; provided, that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of the exchange of the LLC Units (along with Class B Common Stock) by delivery of purchased shares of Class A Common Stock which are held in the treasury of the Corporation.

ARTICLE V

Section 5.1. Exchange of LLC Units . Each holder of a LLC Unit shall be entitled to exchange such holder’s LLC

Units (along with a corresponding number of shares of Class B Common Stock, as applicable) for shares of Class A Common Stock, in each case pursuant to, and solely as provided in, the Amended and Restated Limited Liability Company Agreement.

Section 5.2. Amendment of Article V . Notwithstanding anything to the contrary contained in this Amended and

Restated Certificate of Incorporation, and in addition to any other vote required by the DGCL or this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least 66 / % in voting power of the then outstanding Class B Common Stock, voting together as a class, shall be required to alter, amend or repeal this Article V or to adopt any provision inconsistent therewith.

ARTICLE VI

Section 6.1. By-Laws . In furtherance and not in limitation of the powers conferred by the DGCL, the Board is

expressly authorized to amend, alter, change, add or repeal the by-laws of the Corporation without the assent or vote of the stockholders in any manner not inconsistent with the DGCL or this Amended and Restated Certificate of Incorporation. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of the majority in voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to make, amend, alter, change, add to or repeal any provision of the by-laws of the Corporation.

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ARTICLE VII

Section 7.1. Board of Directors . (A) The business and affairs of the Corporation shall be managed by or under the direction of the Board, with the exact

number of directors to be determined from time to time in accordance with the by-laws of the Corporation. (B) Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the

Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal and other features of such directorships shall be governed by the terms of this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to such series of Preferred Stock) applicable thereto. The number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to Section 7.1(A) hereof.

(C) Directors of the Corporation need not be elected by written ballot unless the by-laws of the Corporation shall so

provide.

ARTICLE VIII

Section 8.1. Meetings of Stockholders . Any action required or permitted to be taken by the holders of stock of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders; provided, however, that any action required or permitted to be taken, (A) to the extent expressly permitted by the certificate of designations relating to one or more series of Preferred Stock, by the holders of such series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, (B) to the extent permitted by the DGCL, by the holders of the Class B Common Stock with respect to matters affecting only the Class B Common Stock, voting separately as a class, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Preferred Stock or Class B Common Stock entitled to vote thereon were present and voted and shall be delivered to the Corporation at its registered office in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation may be called only by a majority of the Board, the Chairman of the Board or the chief executive officer of the Corporation for any purpose.

ARTICLE IX

Section 9.1. Limited Liability of Directors . No director of the Corporation will have any personal liability to the

Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or

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limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Neither the amendment nor the repeal of this Article IX shall eliminate or reduce the effect thereof in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article IX , would accrue or arise, prior to such amendment or repeal.

ARTICLE X

Section 10.1. Indemnification . The Corporation shall indemnify, advance expenses and maintain insurance on behalf of any director or officer as set forth in the by-laws of the Corporation and to the fullest extent permitted by the law of the State of Delaware as it presently exists or may hereafter be amended.

Section 10.2. Non-Exclusivity of Rights . The provisions of this Article X shall be applicable to all actions, claims, suits

or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Article X shall be deemed to be a contract between the Corporation and each director or officer (or legal representative thereof) who serves in such capacity at any time while this Article X and the relevant provisions of the law of the State of Delaware and other applicable law, if any, are in effect, and neither any alteration, amendment or repeal hereof, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with any provision of this Article X , shall affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. The rights of indemnification provided in this Article X shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, this Amended and Restated Certificate of Incorporation, the by-laws of the Corporation, vote of stockholders or directors or otherwise, or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity.

Section 10.3. Non-Exclusivity of Coverage . This Article X shall not limit the right of the Corporation, to the extent and

in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Section 10.1 hereof.

ARTICLE XI

Section 11.1. Severability . If any provision or provisions of this Amended and Restated Certificate of Incorporation

shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated

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Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE XII

Section 12.1. Amendments . The Corporation reserves the right to amend or repeal any provisions contained in this Amended and Restated Certificate of Incorporation or any amendment thereof from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders, directors or any other persons are granted subject to such reservation; provided, however, that (1) any amendment or repeal that would alter or change the powers or rights of one or more of the Class A Common Stock or Class B Common Stock so as to affect the class or classes adversely shall be approved by the affirmative vote of the holders of at least 66 / % in voting power of all then outstanding stock of each class adversely affected by the amendment or repeal, (2) notwithstanding anything to the contrary elsewhere contained herein, but except as set forth in Section 4.3(A) with respect to any amendment that relates solely to terms of one or more outstanding series of Preferred Stock, no provision of this Amended and Restated Certificate of Incorporation shall be amended, altered or repealed without the affirmative vote of the holders of at least 66 / % in voting power of all the then outstanding stock of the Corporation entitled to vote generally in the election of directors, and (3) the provisions of Article V of this Amended and Restated Certificate of Incorporation shall be amended, altered or repealed only in accordance with Section 5.2 of this Amended and Restated Certificate of Incorporation.

Section 12.2. Corporate Opportunity . The Corporation waives, to the fullest extent permitted by the DGCL, any interest

or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business or activity (including a business or activity that competes with the Corporation) that is presented to holders of the Class B Common Stock or any of their respective Affiliates or any member, partner or stockholder of any holder of Class B Common Stock or any of their respective Affiliates.

Section 12.3. Business Combinations . The Corporation hereby elects not to be governed by Section 203 of the DGCL

until such time as Sterling Capital Partners III, LLC, SC Partners III, L.P., SCP III AIV THREE-FCER Conduit, L.P. and their respective Affiliates (collectively, “ Sterling ”), collectively, cease to beneficially own at least 5% of the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors voting together as a single class, whereupon the Corporation shall immediately and automatically, without further action on the part of the Corporation or any holder of stock of the Corporation, become governed by Section 203 of the DGCL.

ARTICLE XIII

Section 13.1. Forum for Adjudication of Disputes . Unless the Corporation consents in writing to the selection of an

alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary

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duty owed by any Director, officer, other employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the amended and restated certificate of incorporation and the amended and restated by-laws or (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIII .

ARTICLE XIV

Section 14.1. Definitions . As used in this Amended and Restated Certificate of Incorporation, the term: (A) “ Affiliate ” means, with respect to any Person: (i) any other Person directly or indirectly controlling, controlled by

or under common control with the subject Person or (ii) any officer, director, trustee, managing member or general partner of the subject Person, provided that, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, which shall include, but not be limited to, the direct or indirect ownership of 25% or more of the voting securities of a Person (including, in the case of the Corporation, 25% or more of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors).

(B) “ IPO ” means the initial public offering of Class A Common Stock by the Corporation in a firm commitment

underwriting. (C) “ LLC Unit ” means a limited liability company interest in Adeptus Health LLC that is issued under the Amended

and Restated Limited Liability Company Agreement. (D) “ Amended and Restated Limited Liability Company Agreement ” means that certain Amended and Restated

Limited Liability Company Agreement of Adeptus Health LLC, to be entered into in connection with the IPO, as the same may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with its terms.

(E) “ Stockholders’ Agreement ” means the Stockholders’ Agreement, dated on or around the date of the closing of the

IPO, among the Corporation and the Class A Stockholders and Class B Stockholders named therein, as the same may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with its terms.

* * *

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be

executed by its duly authorized officer on this 25 day of June 2014.

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ADEPTUS HEALTH INC.

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

Title: Chief Financial Officer

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Exhibit 3.2

AMENDED AND RESTATED BY-LAWS OF

ADEPTUS HEALTH INC.

A Delaware Corporation

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Date and Time of Annual Meetings . An annual meeting of the stockholders of Adeptus Health Inc. (the “ Corporation ”) shall be held each year at such time and date as the Board of Directors shall determine for the purpose of electing Directors and conducting such other proper business as may come before the meeting.

Section 2. Notice of Stockholder Business and Nominations . (A) Annual Meetings of Stockholders . (1) Subject to the provisions of Article II of these by-laws, nominations of persons for

election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or any committee thereof or (c) by any stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in this Section 2 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2 .

(2) For nominations of persons for election to the Board of Directors or other business to be properly brought before an

annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 2 , the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business other than the nominations of persons for election to the Board of Directors must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting, provided , however, that in the event that there was no annual meeting in the preceding year or the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a Director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and, (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions

proposed for consideration and in the event that such business includes a proposal to amend the by-laws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such nomination or proposed business, and (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage in voting power of the Corporation’s outstanding voting stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination. The foregoing notice requirements of this Section 2 shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his, her or its intention to present a proposal or nomination at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal or nomination has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a Director of the Corporation.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 2 to the contrary, in the event that the number of Directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the tenth (10 ) day following the day on which such public announcement is first made by the Corporation.

(B) Special Meetings of Stockholders . Only such business shall be conducted at a special meeting of stockholders as shall have

been brought before the meeting pursuant to the Corporation’s notice of meeting. Subject to the provisions of Article II of these by-laws, nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or any committee thereof or (2) provided that the Board of Directors has determined that Directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 2 . Subject to the provisions of Article II of these by-laws, in the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more Directors to the Board of Directors, any such stockholder entitled to vote in such election of Directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 2 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120 ) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90 ) day prior to such special meeting or the tenth (10 ) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no

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event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C) General . (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 2 or Article II of these by-laws shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as Directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2 . Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2 or Article II (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(c)(iv) of this Section 2 ) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 2 , to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2 , unless otherwise required by law if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2 , to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders, and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2) For purposes of this Section 2 , “public announcement” shall include disclosure in a press release reported by the

Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Section 2 , a stockholder shall also comply with all applicable

requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2 . Nothing in this Section 2 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals or nominations in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act, (b) of the holders of any series of preferred stock of the Corporation to elect Directors pursuant to any applicable provisions of the certificate of incorporation of the Corporation, as amended (the “ Charter ”) or (c) of stockholders to designate Directors pursuant to the Stockholders’ Agreement, entered into on or around the date of the closing of the initial public offering of the Corporation’s Class A shares, among the Corporation and the Class A Stockholders and Class B Stockholders named therein as the same may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with its terms (the “ Stockholders’ Agreement ”).

Section 3. Date and Time of Special Meetings . Special meetings of stockholders may be called only by a majority of the

Board of Directors, the Chairman of the Board of Directors or the Chief Executive Officer for any purpose. The meetings may be held at such time as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.

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Section 4. Place of Meetings . The Chief Executive Officer or the Board of Directors may designate any place, either within

or outside the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors (as permitted above). If no designation is made, the place of meeting shall be the principal executive office of the Corporation.

Section 5. Notice . Whenever stockholders are required or permitted to take action at a meeting, written notice (which can be

electronic) stating the place, if any, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting. Unless otherwise provided by law, the Charter or these by-laws, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears in the records of the Corporation.

Section 6. Fixing a Record Date for Stockholder Meetings . In order that the Corporation may determine the stockholders

entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; and (2) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided , however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7. Stockholders List . The officer having charge of the stock ledger of the Corporation shall make, at least ten

(10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting, or (ii) during ordinary business hours at the principal place of business of the Corporation. The list of stockholders shall also be open to examination at the meeting as required by applicable law. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 7 or to vote in person or by proxy at any meeting of stockholders.

Section 8. Quorum . The holders of a majority in voting power of the outstanding shares of capital stock entitled to vote at the

meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the Charter or these by-laws. If a quorum is not present, the holders of a majority of the voting power of the outstanding shares of capital stock present in person or represented by proxy at the meeting, and entitled to vote at the

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meeting, may adjourn the meeting to another time and/or place in the manner provided by Section 9 of this Article until a quorum shall be so present or represented.

Section 9. Adjourned Meetings . Any meeting of stockholders, annual or special, may be adjourned from time to time, to reconvene at some other place. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 10. Vote Required . The Directors shall be elected by a plurality of the votes cast. In all other matters, when a quorum

is present, the affirmative vote of the majority in voting power of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the Charter or these by-laws or the rules or regulations of any stock exchange applicable to the Corporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Voting at meetings of stockholders need not be by written ballot.

Section 11. Proxies . Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate

action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation.

Section 12. Organization . Meetings of the stockholders shall be presided over by the Chairman of the board, if any, or in the

absence of the Chairman of the board by the vice Chairman of the board, if any, or in the absence of the vice Chairman of the board by the Chief Executive Officer, or in the absence of the foregoing persons by a chairman designated by the Board of Directors. The Secretary, or in the absence of the Secretary, an Assistant Secretary shall act as Secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary, the Chairman of the meeting may appoint any person to act as the Secretary of the meeting.

Section 13. Inspectors of Election . The Corporation shall, if required by law, in advance of any meeting of stockholders,

appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the

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disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for directorship at an election may serve as an inspector at such election.

Section 14. Conduct of Meetings . The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders or the Secretary shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures, and to do all such acts as, in the judgment of such presiding person or the Secretary, if applicable, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting or the Secretary, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders or the Secretary, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting, and if such presiding person or the Secretary, as applicable, should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors, the person presiding over the meeting or the Secretary, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE II

DIRECTORS

Section 1. General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the

Board of Directors, except as may be otherwise provided by applicable law or in the Charter. Section 2. Number, Election and Term of Office . (A) The number of Directors as of the date of these by-laws shall initially

be eight (8) and shall thereafter be established from time to time by resolution of the board by a majority of the Board of Directors. (B) Except as otherwise provided herein, (i) the Directors shall be elected at the annual meeting of the stockholders and (ii) each

Director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation . Any Director or the entire Board of Directors may be removed at any time, with or

without cause, by the affirmative vote of the holders of the majority in 6

voting power of the outstanding shares then entitled to vote at an election of Directors. Any Director may resign at any time upon written notice to the Board of Directors or to the Chief Executive Officer or the Secretary of the Corporation. Such resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Section 4. Vacancies . Unless otherwise provided in the Charter or these by-laws, in each case taking into account the obligations of the Corporation under the Stockholders’ Agreement, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director.

Section 5. Meetings and Notice . (A) Any regular meeting of the Board of Directors may be held at the principal place of

business of the Corporation or at any other place as is reasonably convenient to the members of the Board of Directors and as shall be specified or fixed in the notices or waivers of notice thereof. Special meetings of the Board of Directors may be called by the Chairman of the board or any two Directors at such place, date and time as the chairman may determine.

(B) Except as otherwise required by law or provided in these by-laws, (i) written notice of any regular meeting of the Board of

Directors stating the place, date and time of the meeting shall be given to each Director not less than five (5) nor more than sixty (60) days before the meeting date and (ii) written notice of any special meeting of the Board of Directors stating the place, date, time and purpose of the meeting shall be given to each Director not less than forty-eight (48) hours before the meeting date. Notice of any meeting of the Board of Directors may be given in person or by telephone, or sent by overnight courier, facsimile or other means of electronic transmission (including electronic mail) to each Director’s primary business or home.

(C) Any Director, either before or after any meeting of the Board of Directors, may waive in writing notice of the meeting, and

such waiver shall be deemed the equivalent of the Corporation having given notice. Attendance at a meeting by a Director shall constitute a waiver of notice, except when the Director attends a meeting for the express purpose of objecting and objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. Quorum, Required Vote and Adjournment . At all meetings of the Board of Directors, a majority of the total

number of Directors then in office shall constitute a quorum for the transaction of business. The vote of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Charter or these by-laws shall require a vote of a greater number. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Committees . Subject to the rules and regulations of any stock exchange applicable to the Corporation, the Board of

Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one (1) or more of the Directors of the Corporation, which to the extent provided in such resolution or these by-laws, and subject to applicable law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval or (ii) adopting, amending

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or repealing any bylaw of the Corporation. The Board of Directors may designate one (1) or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 8. Committee Rules . Each committee of the Board of Directors may adopt, amend and repeal rules for the conduct of its business and shall hold its meetings as provided by such rules, except as may otherwise be provided by the Board of Directors and subject to the rules and regulations of the Exchange. In the event that a member and that member’s alternate, if alternates are designated by the Board of Directors as provided in Section 7 of this Article II , of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. In the absence of a provision by the Board of Directors or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article.

Section 9. Communications Equipment . Unless otherwise restricted by the Charter or these by-laws, members of the Board

of Directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting as provided in this Section shall constitute presence in person at the meeting.

Section 10. Action by Written Consent . Unless otherwise restricted by the Charter or these by-laws, any action required or

permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the board or committee in accordance with applicable law.

Section 11. Organization . Meetings of the Board of Directors shall be presided over by the Chairman of the board, if any, or in

the absence of the Chairman of the board by the vice Chairman of the board, if any, or in the absence of the vice Chairman of the board by the Chief Executive Officer, or in the absence of the foregoing persons by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary, an Assistant Secretary shall act as Secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary, the Chairman of the meeting may appoint any person to act as the Secretary of the meeting.

Section 12. Compensation . Unless otherwise restricted by the Charter or these by-laws, the Board of Directors shall have the

authority to fix the compensation of Directors with the majority of Directors present at the meeting subject to quorum requirements. 8

ARTICLE III

OFFICERS

Section 1. Number . The officers of the Corporation shall be appointed by the Board of Directors and may consist of a Chief

Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents, a Treasurer, a Secretary and any number of Assistant Secretaries and such other officers and assistant officers as may be deemed necessary or desirable. The Board of Directors may delegate to any elected officer of the Corporation the power to appoint and remove the officers of the Corporation and to prescribe their respective terms of office, authorities and duties. Any number of offices may be held by the same person unless the Charter or these by-laws otherwise provide. In its discretion, the Board of Directors may choose not to fill any office for any period as it may deem advisable, except that the office of Chief Executive Officer shall be filled as expeditiously as possible.

Section 2. Election and Term of Office . The officers of the Corporation shall be appointed annually by the Board of Directors

at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Unless otherwise provided in the resolution of the Board of Directors appointing any officer, each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal; Resignation . Any officer appointed by the Board of Directors may be removed by the Board of

Directors with or without cause whenever in its judgment the best interests of the Corporation would be served thereby, provided , that such removal shall be without prejudice to the contract rights, if any, of the person so removed, but the appointment of an officer shall not of itself create contractual rights. Any officer may resign at any time upon written notice to the Board of Directors or to the President, the Chief Executive Officer or the Secretary of the Corporation. Such resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Section 4. Vacancies . Any vacancy occurring in any office of the Corporation because of death, resignation, removal,

disqualification or otherwise, may be filled for the unexpired portion of the term by the Board of Directors then in office at any annual, regular or special meeting.

Section 5. Compensation . Compensation of all officers shall be fixed by or under the direction of the Board of Directors

(subject to any employment agreement that may then be in effect between the Corporation and the relevant officer), and no officer shall be prevented from receiving such compensation by virtue of his or her also being a Director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary, in any other capacity and receiving such compensation by reason of the fact that he or she is also Director of the Corporation.

Section 6. Chief Executive Officer . The Chief Executive Officer of the Corporation shall, subject to the provisions of these

by-laws and the control of the Board of Directors, have general and active management, direction, and supervision over the business of the Corporation and over its officers. He or she shall perform all duties incident to the office of chief executive and such other duties as from time to time may be assigned to him or her by the Board of Directors or as may be provided in these by-laws. The Chief Executive Officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The Chief Executive Officer shall report

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directly to the Board of Directors and shall have the right to delegate any of his powers to any other officer or employee and the authority to appoint Vice Presidents of the Corporation.

Section 7. President . The President of the Corporation shall, subject to the provisions of these by-laws and the control of the Board of Directors and the Chief Executive Officer, have general and active management, direction, and supervision over the business of the Corporation and over its officers. He or she shall perform all duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer or as may be provided in these by-laws. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or Chief Executive Officer to some other officer or agent of the Corporation. The President shall report directly to the Chief Executive Officer and shall have the right to delegate any of his powers to any other officer or employee and the authority to appoint Vice Presidents of the Corporation.

Section 8. Chief Financial Officer . The Chief Financial Officer shall be responsible for the financial affairs of the

Corporation. If the Chief Financial Officer is not also the Treasurer of the Corporation, he or she shall be responsible for the supervision of the Treasurer. He or she shall perform all duties incident to the office of Chief Financial Officer, and such other duties as may from time to time be assigned to him by the Board of Directors or Chief Executive Officer or as may be provided in these by-laws.

Section 9. Vice Presidents . Each Vice President shall perform all such duties as from time to time may be assigned to him by

the Board of Directors, the President or the Chief Executive Officer. There shall be no duties that are incident to the office of Vice President, other than those which are specifically assigned by the Board of Directors, the President or the Chief Executive Officer. A Vice President may not sign or countersign certificates, contracts, agreements and other documents and instruments in the name and on behalf of the Corporation, unless and except to the extent that the Board of Directors, Chief Executive Officer or President assigns such responsibility to such officer.

Section 10. The Treasurer . The Treasurer shall have charge of and be responsible for all funds, securities, receipts and

disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, shall render to the Chief Executive Officer and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation, and, in general, shall perform all the duties incident to the office of the Treasurer of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board of Directors, the Chief Executive Officer or the Chief Financial Officer or as may be provided by law.

Section 11. The Secretary and Assistant Secretaries . The Secretary shall attend all meetings of the Board of Directors, all

meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the supervision of the Chief Executive Officer, the Secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the Board of Directors, the Chief Executive Officer, the President or as may be provided by law or as these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other

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officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the President may, from time to time, prescribe.

Section 12. Other Officers, Assistant Officers and Agents . Officers and assistant officers, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors that is not inconsistent with these by-laws.

Section 13. Absence or Disability of Officers . In the case of the absence or disability of any officer of the Corporation and of

any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any Director, or to any other person whom it may select.

ARTICLE IV

STOCK

Section 1. Form . The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may

provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the chairman or vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation certifying the number of shares owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. The Board of Directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation.

Section 2. Transfer of Shares . Shares of stock of the Corporation shall only be transferred on the books of the Corporation by

the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books.

Section 3. Lost Certificates . The Board of Directors may direct a new certificate or certificates to be issued in place of any

certificate or certificates previously issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new

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certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond or other form of indemnity sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 4. Dividends . Subject to the provisions of the Charter, the Board of Directors may at any regular or special meeting, declare dividends upon the stock of the Corporation either (a) out of its surplus, as defined in and computed in accordance with Sections 154 and 244 of the General Corporation Law of the State of Delaware or (b) in case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Section 5. Registered Stockholders . The names and addresses of the holders of record of the shares of each class and series of

the Corporation’s capital stock, together with the number of shares of each class and series held by each record holder and the date of issue of such shares, shall be entered into the books of the Corporation. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the Corporation may, to the fullest extent permitted by law, treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

ARTICLE V

INDEMNIFICATION

Section 1. Indemnification . To the fullest extent permitted by the law of the State of Delaware as it presently exists or may

hereafter be amended, the Corporation shall indemnify any person (and such person’s heirs, executors or administrators) who acted in good faith and in a manner reasonably believed to be in the Corporation’s best interests and who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Corporation or otherwise), whether civil, criminal (if such person had no reason to believe such person’s conduct was unlawful), administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, manager, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees and fees and costs of enforcing a right to indemnification under this Article V ), judgments, fines and amounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. In the case of shareholder derivative actions, such indemnification as described in the preceding sentence only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and court approval is required before there can be any indemnification where such person seeking indemnification has been found liable to the Corporation. Notwithstanding the preceding sentences, except as otherwise provided in Section 3 of this Article V hereof, the Corporation shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Board.

Section 2. Advance of Expenses . To the fullest extent permitted by the laws of the State of Delaware, the Corporation shall

promptly pay expenses (including attorneys’ fees and fees and costs of

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enforcing a right to indemnification under this Article V ) incurred by any person described in Section 1 of this Article V in appearing at, participating in or defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon presentation of an undertaking on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified under this Article V or otherwise. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article V , the Corporation shall be required to pay expenses of a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Board.

Section 3. Unpaid Claims . If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article V is not paid in full within thirty (30) days after a written claim therefor by any person described in Section 1 of this Article V has been received by the Corporation, such person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 4. Insurance . To the fullest extent permitted by the law of the State of Delaware, the Corporation may purchase and

maintain insurance on behalf of any person described in Section 1 of this Article V against any liability asserted against such person, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article V or otherwise.

Section 5. Non-Exclusivity of Rights . The provisions of this Article V shall be applicable to all actions, claims, suits or

proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Article V shall be deemed to be a contract between the Corporation and each director or officer (or legal representative thereof) who serves in such capacity at any time while this Article V and the relevant provisions of the law of the State of Delaware and other applicable law, if any, are in effect, and neither any alteration, amendment or repeal hereof, nor the adoption of any provision of these by-laws inconsistent with any provision of this Article V , shall affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Article V shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Article V shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, these by-laws or the Charter, vote of stockholders or directors or otherwise, or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity.

For purposes of this Article V , references to “other enterprises” shall include employee benefit plans; references to “fines” shall

include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer or agent of the Corporation which imposes duties on, or involves services by, such director, officer or agent with respect to an employee benefit plan, its participants, or beneficiaries.

This Article V shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to

advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Section 1 of Article V hereof.

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ARTICLE VI

GENERAL PROVISIONS

Section 1. Fiscal Year . The fiscal year of the Corporation shall begin on the first day of January in each year and end on the

thirty-first day of the following December. Section 2. Waiver of Notice . Whenever notice is required to be given by law or under any provision of the Charter or these

by-laws, a waiver thereof, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute waiver of notice of such meeting except when such person attends for the express purpose of objecting and objects at the beginning of the meetings to the transaction of any business because the meeting is not lawfully called or convened.

Section 3. Corporate Seal . The Board of Directors may provide a corporate seal which shall be in such form as may be

approved from time to time by the Board of Directors. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.

Section 4. Section Headings . Section headings in these by-laws are for convenience of reference only and shall not be given

any substantive effect in limiting or otherwise construing any provision herein. Section 5. Inconsistent Provisions . In the event that any provision of these by-laws is or becomes inconsistent with any

provision of the Charter, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

Section 6. Books and Records . The books and records of the Corporation may be kept outside of the State of Delaware at

such place or places as the Board of Directors may from time to time determine. Section 7. Checks, Notes, Proxies, Etc. All checks and drafts on the Corporation’s bank accounts and all bills of exchange

and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be authorized from time to time by the Board of Directors or such officer or officers who may be delegated such authority. Proxies to vote and consents with respect to securities of other corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the Chairman of the Board of Directors or the Chief Executive Officer, or by such officers as the Chairman of the Board of Directors or the Chief Executive Officer or the Board of Directors may from time to time determine.

ARTICLE VII

FORUM FOR ADJUDICATION OF DISPUTES

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware

shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee of the Corporation to the Corporation or the Corporation ‘s stockholders, (c) any action asserting a claim arising pursuant to any provision of the

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General Corporation Law of the State of Delaware or (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VII .

ARTICLE VIII

AMENDMENTS

Notwithstanding any other provision of these by-laws, any alteration, amendment or repeal of these by-laws, or the adoption of new by-laws, shall require the approval of the Board of Directors or the stockholders of the Corporation as provided in the Charter and applicable law.

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Exhibit 4.1

STOCKHOLDERS AGREEMENT

DATED AS OF JUNE 25, 2014

AMONG

ADEPTUS HEALTH INC.

AND

THE OTHER PARTIES HERETO

Table of Contents

i

Page ARTICLE I INTRODUCTORY MATTERS 1

1.1. Defined Terms 1 1.2. Construction 4

ARTICLE II CORPORATE GOVERNANCE MATTERS 4 2.1. Election of Directors 4 2.2. Committees 6 2.3. Consent Rights 6

ARTICLE III INFORMATION 6 3.1. Books and Records; Access 6 3.2. Sharing of Information 7

ARTICLE IV GENERAL PROVISIONS 8 4.1. Termination 8 4.2. Notices 8 4.3. Amendment; Waiver 9 4.4. Further Assurances 9 4.5. Assignment 9 4.6. Third Parties 9 4.7. Governing Law 9 4.8. Jurisdiction; Waiver of Jury Trial 9 4.9. Specific Performance 10 4.10. Entire Agreement 10 4.11. Severability 10 4.12. Table of Contents, Headings and Captions 10 4.13. Grant of Consent 10 4.14. Counterparts 10 4.15. Effectiveness 10 4.16. No Recourse 10

STOCKHOLDERS AGREEMENT

This Stockholders Agreement is entered into as of June 25, 2014 by and among Adeptus Health Inc., a Delaware corporation

(the “ Company ”), and each of the other parties identified on the signature pages hereto (the “ Investor Parties ”).

BACKGROUND:

WHEREAS, the Company is currently contemplating an underwritten initial public offering (“ IPO ”) of shares of its Common Stock;

WHEREAS, the Company is the managing member of Adeptus Health LLC, a Delaware limited liability company; and WHEREAS, in connection with, and effective upon, the date of completion of the IPO (the “ Closing Date ”), the Company

and the Investor Parties wish to set forth certain understandings between such parties, including with respect to certain governance matters. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and

valuable consideration the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:

ARTICLE I

INTRODUCTORY MATTERS

1.1. Defined Terms . In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters:

“ Affiliate ” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof. “ Agreement ” means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise

modified from time to time in accordance with the terms hereof. “ Beneficial Owner ” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. “ beneficially own ” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. “ Board ” means the board of directors of the Company. “ Business Day ” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which

commercial banks in New York City are authorized or required by law to close.

“ Change of Control ” means the occurrence of any of the following events: (i) any Person or any group of Persons acting

together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto, excluding a group of Persons that is party to this Agreement, is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding voting securities; or (ii) the following individuals cease for any reason to constitute a majority of the number of Directors of the Company then serving: individuals who, on the Closing Date, constitute the Company Board and any new Director whose appointment or election by the Company Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors on the Closing Date or whose appointment, election or nomination for election was previously so approved or recommended by the Directors referred to in this clause (ii); or (iii) there is consummated a merger or consolidation of the Company with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the Company Board immediately prior to the merger or consolidation does not constitute at least a majority of the board of Directors of the company surviving the merger or, if the surviving company is a Subsidiary, the ultimate parent thereof, or (y) the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Company of all or substantially all of the Company’s assets, other than such sale or other disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding the foregoing, except with respect to clause (ii) and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

“ Closing Date ” has the meaning set forth in the Background. “ Company ” has the meaning set forth in the Preamble. “ Company Board ” means the board of directors of the Company. “ Common Stock ” means the shares of common stock, par value $0.01 per share, of the Company, and any other capital

stock of the Company into which such stock is reclassified or reconstituted and any other common stock of the Company. 2

“ Control ” (including its correlative meanings, “Controlled by” and “under common Control with”) means possession,

directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“ Director ” means any member of the Board. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated

thereunder, as the same may be amended from time to time. “Expiration Date” has the meaning set forth in Section 4.1 . “ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, and any entity

exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “ Investor Parties ” has the meaning set forth in the Preamble. “ IPO ” has the meaning set forth in the Background. “ Law ” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive,

requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

“ Observer ” has the meaning set forth in Section 2.1(a) . “ Permitted Assigns ” means with respect to a Sterling Entity, a Transferee of shares of Common Stock that agrees to become

party to, and to be bound to the same extent as its Transferor by the terms of, this Agreement. “ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock

company, a trust, a joint venture, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.

“ Sterling Designee ” has the meaning set forth in Section 2.1(b) . “ Sterling Entities ” means the entities comprising Sterling Partners, their Affiliates and their respective successors and

Permitted Assigns. “ Sterling Partners ” means the entities listed on the signature pages hereto under the heading “Sterling Partners.” “ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other

business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of 3

any contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing member, managing director or other governing body or general partner of such limited liability company, partnership, association or other business entity.

“ Total Number of Directors ” means the total number of Directors comprising the Board. “ Transfer ” (including its correlative meanings, “Transferor,” “Transferee” and “Transferred”) shall mean, with respect to

any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “Transfer” shall have such correlative meaning as the context may require.

1.2. Construction . The language used in this Agreement will be deemed to be the language chosen by the parties to

express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, and (c) the words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.

ARTICLE II

CORPORATE GOVERNANCE MATTERS

2.1. Election of Directors (a) Following the Closing Date, Sterling Partners shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Sterling Entities collectively beneficially own 50% or more of the Company’s then outstanding voting securities; (ii) 40% of the Total Number of Directors, in the event that the Sterling Entities collectively beneficially own 40% or more, but less than 50%, of the Company’s then outstanding voting securities; (iii) 30% of the Total Number of Directors, in the event that the Sterling Entities collectively beneficially own 30% or more, but less than 40%, of the Company’s then outstanding voting securities; (iv) 20% of the Total Number of Directors, in the event that the Sterling Entities collectively beneficially own 20% or more, but less than 30%, of the Company’s then

4

outstanding voting securities; and (v) 10% of the Total Number of Directors, in the event that the Sterling Entities collectively beneficially own 5% or more, but less than 20%, of the Company’s then outstanding voting securities. For purposes of calculating the number of directors that Sterling Partners is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. In addition, in the event that Sterling Partners has the right to designate only one Director pursuant to this Section 2.1(a) , then Sterling Partners shall also have the right to designate one additional individual (an “ Observer ”) to attend all Board meetings; provided that such observer shall not have the right to participate in any vote, consent or other action of the Board or its committees.

(b) In the event that Sterling Partners has nominated less than the total number of designees Sterling Partners

shall be entitled to nominate pursuant to Section 2.1(a) , Sterling Partners shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable Sterling Partners to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by Sterling Partners to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom Sterling Partners shall actually nominate pursuant to this Section 2.1 as a Director shall be referred to herein as a “ Sterling Designee .”

(c) In the event that a vacancy is created at any time by the death, retirement or resignation of any Director

designated by Sterling Partners pursuant to this Section 2.1 , the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of Sterling Partners, if such Director was designated by Sterling Partners, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same.

(d) The Company agrees, to the fullest extent permitted by applicable Law (including with respect to any

fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the persons designated pursuant to this Section 2.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a Sterling Designee pursuant to this Stockholders Agreement.

(e) Each Sterling Entity agrees, to the fullest extent permitted by applicable Law, to vote, or act by written

consent with respect thereto, any shares of Common Stock beneficially owned by it that are entitled to vote in the election of Directors at any meeting of stockholders called for the purpose of electing Directors, to cause the Sterling Designees

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nominated pursuant to this Section 2.1 to be elected to the Board, and to solicit proxies or consents in favor thereof.

(f) Each of the Investor Parties agrees, to the fullest extent permitted by applicable Law, to refrain from

voting to remove from the Board, any Director nominated pursuant to this Section 2.1 , other than for cause.

2.2. Committees (a) For so long as the Sterling Entities beneficially own 35% or more of the Company’s then outstanding voting securities, and to the fullest extent permitted by applicable Law, Sterling Partners shall have the right, but not the obligation, to designate (i) a majority of the members of any Corporate Governance and Nominating Committee or similar committee of the Board and (ii) up to two members of any Compensation Committee or similar committee of the Board. In the event that the Sterling Entities cease to beneficially own 35% or more of the Company’s then outstanding voting securities, Sterling Partners shall continue to have the right to designate at least one member of each such committee of the Board for so long as permitted under applicable Law; provided , however , Sterling Partners shall cease to have such right to designate a committee member in the event that Sterling Partners ceases to have the right to designate a Director pursuant to Section 2.1(a) .

(b) In the event that Sterling Partners does not have the right to designate a member of any committee of the

Board under applicable Law or this Agreement, then Sterling Partners shall have the right, to the fullest extent permitted by applicable Law, to appoint an Observer to any such committee; provided , however , that Sterling Partners shall cease to have the right to designate an Observer to any such committee in the event that Sterling Partners ceases to have the right to designate a Director pursuant to Section 2.1(a) .

2.3. Consent Rights For so long as the Sterling Entities beneficially own 35% or more of the Company’s then

outstanding voting securities, the following actions by the Company or any of its Subsidiaries shall require the approval of all Sterling Partners, in addition to the Board’s approval (or the approval of the requisite governing body of any Subsidiary of the Company):

(a) the hiring or firing of the chief executive officer of the Company; (b) any Change of Control; (c) entering into any agreement providing for the acquisition or divestiture of assets or Persons, in each such

case providing for aggregate consideration in excess of $50 million; and (d) any issuance of equity securities by the Company or any of its Subsidiaries for an aggregate consideration

in excess of $50 million.

ARTICLE III INFORMATION

3.1. Books and Records; Access . The Company shall, and shall cause its Subsidiaries to, keep proper books, records

and accounts, in which full and correct entries shall 6

be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in addition to other information that might be reasonably requested by the Sterling Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1 , the “ Information ”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2 , any Sterling Entity (and any party receiving Information from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities without the loss of any such privilege.

3.2. Sharing of Information . Individuals associated with Sterling Partners may from time to time serve on the boards of

directors of the Company and its Subsidiaries. The Company, on its behalf and on behalf of its Subsidiaries, recognizes that such individuals (i) will from time to time receive non-public information concerning the Company and its Subsidiaries, and (ii) may (subject to the obligation to maintain the confidentiality of such information in accordance with Section 3.1 ) share such information with other individuals associated with Sterling Partners. Such sharing will be for the dual purpose of facilitating support to such individuals in their capacity as directors and enabling the Sterling Entities, as equityholders, to

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better evaluate the Company’s performance and prospects. The Company, on behalf of itself and its Subsidiaries, hereby irrevocably consents to such sharing.

ARTICLE IV

GENERAL PROVISIONS

4.1. Termination . This Agreement shall terminate on the earlier to occur of (i) the date (the “ Expiration Date ”) that is one year after the date on which the Sterling Entities cease to beneficially own 35% or more of the Company’s then outstanding voting securities and (ii) upon the delivery of a written notice by Sterling Partners to the Company requesting that this Agreement terminate.

4.2. Notices . Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or

mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to the Company at the address set forth below and to any other recipient at the address indicated on the Company’s records, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when sent by facsimile (receipt confirmed) delivered personally, five (5) days after deposit in the U.S. mail and one (1) day after deposit with a reputable overnight courier service.

The Company’s address is: Adeptus Health Inc. 2941 South Lake Vista, Suite 200 Lewisville, Texas 75067 Attention: Chief Executive Officer with a mandatory copy to: Adeptus Health Inc. 2941 South Lake Vista, Suite 200 Lewisville, Texas 75067 Attention: Chief Financial Officer The Sterling Entities’ address is: Sterling Partners 401 N. Michigan Ave., Suite 3300 Chicago, Illinois 60611 with a copy (not constituting notice) to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Attention: Joseph H. Kaufman, Esq. Fax: (212) 455-2000

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4.3. Amendment; Waiver . This Agreement may be amended, supplemented or otherwise modified only by a written

instrument executed by the Company and the other parties hereto. Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

4.4. Further Assurances . The parties hereto will sign such further documents, cause such meetings to be held,

resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof. To the fullest extent permitted by law, the Company shall not directly or indirectly take any action that is intended to, or would reasonably be expected to result in, any Sterling Entity being deprived of the rights contemplated by this Agreement.

4.5. Assignment . This Agreement will inure to the benefit of and be binding on the parties hereto and their respective

successors and permitted assigns. This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided , however , that each Sterling Entity shall be entitled to assign, in whole or in part, to any of its Permitted Assigns without such prior written consent any of its rights hereunder.

4.6. Third Parties . Except as provided for in Section 3.2 with respect to any Sterling Entity, this Agreement does not

create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto. 4.7. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of

Delaware, without regard to principles of conflicts of laws thereof. 4.8. Jurisdiction; Waiver of Jury Trial . In any judicial proceeding involving any dispute, controversy or claim arising

out of or relating to this Agreement, each of the parties unconditionally accepts the jurisdiction and venue of or, if the Court of Chancery does not have subject matter jurisdiction over this matter, the Superior Court of the State of Delaware (Complex Commercial Division), or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by law, service of process may be made by delivery provided pursuant to the directions in Section 4.2. EACH OF THE PARTIES HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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4.9. Specific Performance . Each party hereto acknowledges and agrees that in the event of any breach of this

Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.

4.10. Entire Agreement . This Agreement sets forth the entire understanding of the parties hereto with respect to the

subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

4.11. Severability . If any provision of this Agreement, or the application of such provision to any Person or

circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (i) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (ii) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (iii) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

4.12. Table of Contents, Headings and Captions . The table of contents, headings, subheadings and captions contained in

this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

4.13. Grant of Consent . Any vote, consent or approval of Sterling Partners or a Sterling Entity hereunder shall be

deemed to be given with respect to such entities or entity if such vote, consent or approval is given by members of such entities or entity having a pecuniary interest in a majority of the shares of Common Stock over which all members of such entities or entity then have a pecuniary interest.

4.14. Counterparts . This Agreement and any amendment hereto may be signed in any number of separate counterparts,

each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable). 4.15. Effectiveness . This Agreement shall become effective upon the Closing Date. 4.16. No Recourse . This Agreement may only be enforced against, and any claims or cause of action that may be based

upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or

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representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above

written.

[Signature Page to Stockholders Agreement]

ADEPTUS HEALTH INC.

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

Title: Chief Financial Officer

[Signature Page to Stockholders Agreement]

STERLING PARTNERS:

SCP III AIV THREE-FCER, L.P.

By: SC Partners III, L.P., its general partner

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

SCP III AIV THREE-FCER Conduit, L.P.

By: SC Partners III, L.P., its general partner

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

Exhibit 10.1

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGRE EMENT

OF

ADEPTUS HEALTH LLC

June 24, 2014

TABLE OF CONTENTS

i

Page ARTICLE I DEFINED TERMS 1 ARTICLE II FORMATION AND NAME; OFFICE; PURPOSE; TERM 8

2.1. Formation and Continuation of the Company 8 2.2. Name of the Company 8 2.3. Purpose 8 2.4. Term 8 2.5. Principal Office and Place of Business 8 2.6. Registered Agent and Office 8 2.7. Members 8 2.8. Status 8

ARTICLE III CAPITAL CONTRIBUTIONS AND EXCHANGE OF UNITS 9 3.1. Capital Contributions 9 3.2. No Interest on Capital Contributions 11 3.3. Return of Capital Contributions 11 3.4. Form of Consideration 11 3.5. Capital Accounts 12 3.6. Exchange of Units 12 3.7. Tender Offers and Other Events with Respect to the Managing Member 14 3.8. Certain Disposition Events with Respect to the Managing Member 15

ARTICLE IV DISTRIBUTIONS AND ALLOCATIONS 15 4.1. Timing of Distributions 15 4.2. Distributions of Available Cash and Capital Proceeds 15 4.3. Distributions with Respect to Tax 16 4.4. Limitations on Distributions 16 4.5. Allocations of Profits and Losses 17 4.6. Special Allocations Relating to Entity-Level Taxes 17 4.7. Special Allocation Provisions 17 4.8. Allocation for Income Tax Purposes 18 4.9. Noncompensatory Options 19

ARTICLE V MANAGEMENT 19 5.1. The Managing Member 19 5.2. Authority of the Managing Member and the Officers of the Company 19 5.3. Duties of Parties 19 5.4. Right to Indemnification 20

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5.5. Indemnification of Officers, Employees and Agents 20 5.6. Advancement of Fees 20 5.7. Nonexclusivity of Rights 21 5.8. Insurance 21 5.9. Savings Clause 21 5.10. Power of Attorney 21 5.11. Officers 22 5.12. Managing Member Dividends and Distributions 22

ARTICLE VI MEMBERS 22 6.1. No Control of the Company; Matters Requiring Member Approval 22 6.2. Fiduciary Relationship 22 6.3. Liability 22 6.4. Incapacity or Dissolution 22 6.5. Meeting of Members 22 6.6. Confidentiality Obligation 23

ARTICLE VII CERTIFICATES; TRANSFER OF UNITS 23 7.1. Certificates 23 7.2. Legends 23 7.3. Transfers 24

ARTICLE VIII DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COMPANY 25 8.1. Events of Dissolution 25 8.2. Procedure for Winding Up and Dissolution 25 8.3. Notice of Dissolution 26

ARTICLE IX BOOKS, RECORDS, ACCOUNTING, AND TAX ELECTIONS 26 9.1. Bank Accounts 26 9.2. Books and Records 26 9.3. Annual Accounting Period 26 9.4. Reports 27 9.5. Title to Company Property 27 9.6. Tax Matters Partner; Tax Elections 27 9.7. Accounting 27

ARTICLE X GENERAL PROVISIONS 27 10.1. Further Assurances 27 10.2. Notifications 27 10.3. Specific Performance 27 10.4. Amendment; Waivers 28

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10.5. Consent to Jurisdiction 28 10.6. Attorneys’ Fees 28 10.7. Headings 28 10.8. Severability 28 10.9. Counterparts 28 10.10. Notice to Members of Provisions 29 10.11. Governing Law and Waiver 29 10.12. Complete Agreement 29 10.13. Binding Effect and Assignment 29 10.14. Terms 29 10.15. Delivery by Facsimile or other Electronic Transmission 29

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGRE EMENT

OF ADEPTUS HEALTH LLC

This AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT is entered into as of June 24, 2014, by and among

those parties set forth as Members on Exhibit A attached hereto and made a part hereof (referred to collectively as “ Members ” and individually as a “ Member ”). Capitalized terms used but not otherwise defined have the meanings given them in Article I hereof.

WHEREAS , Adeptus Health LLC (the “ Company ”) was formed as a limited liability company under the Act on November 15,

2013 and is currently governed by the Limited Liability Company Agreement, dated as of March 1, 2014, of the Company, (the “ Original LLC Agreement ”);

WHEREAS , on March 7, 2014 Adeptus Health, Inc. (“ Pubco ”), a Delaware corporation, was formed; WHEREAS , the Members desire to convert all outstanding limited liability company interests in the Company into one class of Units

(as defined below); WHEREAS , among other transactions, Pubco is issuing (i) shares of Class A Stock (as defined below) to the public in the initial

underwritten public offering of shares of its stock (the “ IPO ”), and contributing a portion of the net proceeds received by it from the IPO to the Company in exchange for a number of Units equal to the number of shares of Class A Stock issued in the IPO for such proceeds, (ii) shares of Class B Stock (as defined below) to the Members other than Pubco (referred to collectively as “ Existing Members ”), each of which shares of Class B Stock, together with a corresponding Unit, may be exchanged with the Company for one share of Class A Stock;

WHEREAS , the Members desire that Pubco become the sole managing Member of the Company (in its capacity as managing

Member as well as in any other capacity, the “ Managing Member ”); WHEREAS , the Members of the Company desire to amend and restate the Original LLC Agreement; and WHEREAS , this Agreement shall supersede the Original LLC Agreement as of the date hereof. NOW, THEREFORE , in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I DEFINED TERMS

In addition to the capitalized terms defined throughout this Agreement, the following capitalized terms shall have the meanings

specified in this Article I . “ Act ” means the Limited Liability Company Act of the State of Delaware, as amended from time to time. “ Additional Securities ” means any Units or other Equity Securities of the Company, whether now authorized or not, issued pursuant

to a sale transaction or series of sales transactions, including

without limitation any debt financing that is accompanied by rights, options, warrants and convertible, exchangeable or exercisable securities.

“ Affiliate ” means, with respect to any Person: (i) any other Person directly or indirectly controlling, controlled by or under common

control with the subject Person or (ii) any officer, director, trustee, managing member or general partner of the subject Person; provided that, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, which shall include, but not be limited to, the direct or indirect ownership of twenty-five percent (25%) or more of the voting securities of a Person; and provided , further , that for purposes of Section 6.6 , no Person shall be deemed an Affiliate of a Person unless the Person has disclosed Confidential Information to the other Person.

“ Agreement ” means this Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC, as amended,

modified, supplemented or restated from time to time in accordance with its terms. “ Assumed Tax Rate ” means, with respect to a taxable year of the Company, the maximum marginal effective rate applicable to

either an individual or a corporation resident in either California or New York City, whichever is highest, taking account of any differences in rates applicable to ordinary income and capital gains and any allowable deductions in respect of such assumed state and local taxes in computing a Member’s liability for U.S. federal income tax.

“ Attorney-in-Fact ” is defined in Section 5.10(a) . “ Available Cash ” means, with respect to the Company’s Fiscal Year, all cash revenues, funds and proceeds received by the

Company from any source whatsoever, less the sum of: (i) all current payments of principal, interest and other amounts due on any Indebtedness of the Company in such Fiscal Year; (ii) all cash expenses and expenditures paid by the Company in such Fiscal Year; and (iii) working capital reserves, capital expenditure reserves and reasonable reserves for contingencies, as determined by the Managing Member.

“ Bankruptcy ” means, in the case of a Member, any of the following events: (i) its making an assignment for the benefit of creditors,

(ii) its filing of a voluntary petition in bankruptcy, (iii) its adjudication as a bankrupt or insolvent, or the entry against such Member of an order for relief in bankruptcy or insolvency proceedings, (iv) its filing of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, or (v) its seeking, consenting to or acquiescing in appointment of a trustee, receiver or liquidator of itself or all or any substantial part of its properties.

“ Business ” means the owning and operating of facilities for the provision of medical care and other health services, or any other

lines of business in which the Company engages, which may only be expanded by the approval of the Managing Member. “ By-laws ” means the Amended and Restated By-laws of Pubco, as amended, supplemented and/or restated from time to time. “ Capital Account ” means the account maintained by the Company for each Member. If any Unit or interest in the Company is

transferred pursuant to the terms hereof, the transferee shall succeed to the Capital Account of the transferor to the extent the Capital Account is attributable to the transferred Unit

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or holders of other equity interests in the Company. It is intended that the Capital Accounts of all Members or other holders of interests in the Company shall be maintained in compliance with the provisions of Regulations Section 1.704-1(b), and all provisions hereof relating to the maintenance of Capital Accounts shall be interpreted and applied in a manner consistent with such Regulations.

“ Capital Account Balance ” means, with respect to any Member, the positive Capital Account balance of such Member as of the

date of this Agreement. “ Capital Contribution ” means the total amount of cash (including amounts actually received in connection with the exercise of a

warrant to acquire an equity interest in the Company) and the fair market value of any other assets contributed to the Company by a Member, net of liabilities assumed or to which the assets are subject.

“ Capital Proceeds ” means the net cash proceeds (after all expenses have been paid and any appropriate reserves established) and

non-cash consideration received by the Company from any Sale. “ Certificates ” is defined in Section 7.1 . “ Charter ” means the Amended and Restated Certificate of Incorporation of Pubco, as amended, supplemented and/or restated from

time to time. “ Class A Stock ” shall, as applicable, (i) mean the Class A Common Stock, par value $0.01 per share, of the Managing Member or

(ii) following any Reclassification Event, mean any shares or other securities of the Managing Member or any other Person or cash or other property that become payable in consideration for the Class A Stock or into which the Class A Stock is exchanged or converted as a result of such Reclassification Event.

“ Class B Stock ” shall, as applicable, (i) mean the Class B Common Stock, par value $0.01 per share, of the Managing Member or

(ii) following any Reclassification Event, mean any shares or other securities of the Managing Member or any other Person or cash or other property that become payable in consideration for the Class B Stock or into which the Class B Stock is exchanged or converted as a result of such Reclassification Event.

“ Code ” means the United States Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law. “ Company ” is defined in the Recitals. “ Company Property ” means any and all property, real or personal, tangible or intangible, owned of record or beneficially by the

Company. “ Confidential Information ” is defined in Section 6.6 . “ Credit Facility ” shall mean the Senior Secured Credit Facility, dated as of October 31, 2013, among First Choice ER, LLC, the

subsidiaries identified therein, Fifth Street Finance Corp., as Administrative Agent and L/C Arranger, and the other lenders party thereto. “ Disposition Event ” means any merger, consolidation or other business combination of the Managing Member (including a tender

offer followed by a merger), whether effectuated through one transaction or series of related transactions. 3

“ Economic Interest ” means a Member’s share of the Company’s profits and losses and distributions pursuant to this Agreement and

the Act, but shall not include any right to participate in the management and affairs of the Company, the right to vote or otherwise participate in any decisions of the Company, or any right to receive information concerning the Business and the Company.

“ Equity Securities ” means (a) with respect to a partnership, limited liability company or similar Person, any and all units, interests,

rights to purchase, warrants, options or other equivalents of, or other ownership interests in, any such Person as well as debt or equity instruments convertible, exchangeable or exercisable into any such units, interests, rights or other ownership interests, and (b) with respect to a corporation, any and all shares, interests, participation or other equivalents (however designated) of corporate stock, including all common stock and preferred stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument convertible or exchangeable into any of the foregoing.

“ Exchange Date ” is defined in Section 3.6(d) . “ Existing Members ” is defined in the Recitals. “ Exchange Notice ” is defined in Section 3.6(b) . “ Existing Securities ” is defined in Section 3.6(g) . “ Fiscal Year ” means the period from January 1 to December 31 of each year, or as otherwise required by law or as determined by

the Managing Member in its sole discretion. “ Gross Asset Value ” means, with respect to any asset, the asset’s adjusted basis for U.S. federal income tax purposes, except as

follows:

(a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the Managing Member in accordance with this Agreement;

(b) The Gross Asset Values of all Company Property shall be adjusted to equal the respective gross fair market values

of such property, as determined by the Managing Member, as of the following times: (i) the date hereof; (ii) the acquisition of an additional Economic Interest by any new or existing Member in exchange for more than a de minimis Capital Contribution; (iii) the distribution by the Company to a Member of more than a de minimis amount of Company Property as consideration for an Economic Interest; (iv) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity, or by a new Member acting in a Member capacity or in anticipation of becoming a Member; and (v) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided , however , that adjustments pursuant to clauses (ii) , (iii) or (iv) above shall not be made if the Managing Member reasonably determines that such adjustments are not necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(c) The Gross Asset Value of any Company Property distributed to any Member shall be adjusted to equal the gross fair

market value of such Company Property on the date of distribution as determined by the distributee and the Managing Member; and (d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the

adjusted basis of such assets pursuant to Section 734(b) or Section 743(b) 4

of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided , however , that Gross Asset Values shall not be adjusted pursuant to this subsection (d) to the extent the Managing Member determines that an adjustment pursuant to subsection (b) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subsection (a), (b), or (d) hereof, such Gross Asset

Value shall thereafter be adjusted by the depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Loss.

“ Indebtedness ” means (a) all indebtedness for borrowed money (including capitalized lease obligations, sale-leaseback transactions

or other similar transactions, however evidenced), (b) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar instrument, (c) notes payable and (d) lines of credit and any other agreements relating to the borrowing of money or extension of credit.

“ IPO ” is defined in in the Recitals. “ Law ” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code,

order, requirement or rule of law (including common law). “ Liquidating Trustee ” is defined in Section 8.2 . “ Loss ” is defined in Section 5.4 . “ Managing Member ” is defined in the Recitals.

“ Member ” is defined in the Recitals and includes any other Person who becomes a Member as provided in this Agreement. “ NYSE ” means the New York Stock Exchange or other stock exchange or securities market on which the Class A Stock is at any

time listed or quoted. “ Net Income ” and “ Net Loss ” means, for each accounting period, an amount equal to the Company’s taxable income or loss for

such accounting period, determined in accordance with Section 703(a) of the Code (it being understood that for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in such taxable income or loss) and determined in accordance with the accounting method used by the Company for U.S. federal income tax purposes with the following adjustments:

(a) all items of income, gain, loss or deduction allocated pursuant to the last sentence of Section 4.2(d) or Section 4.7

shall not be taken into account in computing such taxable income or loss; (b) any income of the Company that is exempt from U.S. federal income taxation and not otherwise taken into account

in computing Net Income and Net Loss shall be added to such taxable income or loss; (c) if the Gross Asset Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any

gain or loss resulting from a disposition of such asset shall be calculated with reference to such Gross Asset Value; 5

(d) upon an adjustment to the Gross Asset Value of any asset pursuant to the definition of Gross Asset Value (other

than an adjustment in respect of depreciation), the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss;

(e) if the Gross Asset Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes the

amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Net Income and Net Loss shall be an amount which bears the same ratio to such Gross Asset Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis except as otherwise provided in Regulations Section 1.704-3(d)(2) (provided that, if the adjusted tax basis is zero, the Managing Member may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Net Income and Net Loss); and

(f) any expenditures of the Company not deductible in computing taxable income or loss, not properly capitalizable

and not otherwise taken into account in computing Net Income and Net Loss pursuant to this definition shall be treated as deductible items.

“ New Securities ” is defined in Section 3.6(g) . “ Nonrecourse Deductions ” shall be as defined in Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the

Company for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain during that Fiscal Year, determined according to the provisions of Regulations Section 1.704-2(c).

“ Original LLC Agreement ” is defined in the Recitals. “ Partner Nonrecourse Debt Minimum Gain ” shall mean an amount with respect to each partner nonrecourse debt (as defined in

Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Regulations Section 1.752-1(a)(2)) determined in accordance with Regulations Section 1.704-2(i)(3).

“Partner Nonrecourse Deductions” shall be as defined in Regulations Section 1.704-2(i)(2). “ Partnership Minimum Gain ” shall be as defined in Regulations Section 1.704-2(b)(2) and 1.704-2(d). “ Per Unit Tax Distribution ” is defined in Section 4.3(b) . “ Permitted Transferee ” is defined in Section 7.3(b) . “ Person ” means and includes any individual, corporation, partnership, association, limited liability company, trust, estate, or other

entity. “ Proceeding ” means any claim, suit, arbitration, hearing, charge, investigation or other action (whether civil, criminal,

administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any governmental body, arbitrator or mediator, including any appeal thereof.

“ Pubco ” is defined in the Recitals to this Agreement.

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“ Pubco Common Stock ” means all classes and series of common stock of the Managing Member, including the Class A Stock and

Class B Stock. “ Pubco Offer ” is defined in Section 3.7 . “ Reclassification Event ” is defined in Section 3.1(e) . “ Regulations ” means the income tax regulations, including any temporary regulations, from time to time promulgated under the

Code. “ Related Party ” is defined in Section 6.6 . “ Sale ” means a transaction or a series of transactions resulting in a sale, transfer, conveyance, assignment or other disposition of all

or substantially all of the assets of the Company and its Subsidiaries. “ Secretary ” means the Secretary of State of the State of Delaware. “ Securities Act ” means the Securities Act of 1933, as amended. “ Subsidiary ” means, with respect to any specified Person, any direct or indirect subsidiary owned by such Person.

“ Substituted Member ” means any Person admitted to the Company as a substitute or additional Member pursuant to the provisions

of Section 7.3 . “ Tax Matters Partner ” is defined in Section 9.6 . “ Tax Receivable Agreement ” means the Tax Receivable Agreement, dated on or about June 25, 2014, by and among Pubco and the

persons named therein, as amended, supplemented or restated from time to time. “ Trading Day ” means a day during which trading securities generally occurs on the NYSE or, if the shares of Class A Stock are not

listed on the NYSE, on the principal national securities exchange on which the shares of Class A Stock are then listed or, if the shares of Class A Stock are not listed on a national securities exchange, on the automated quotation system on which the shares of Class A Stock are then authorized for quotation.

“ Transfer ” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and

means, when used as a verb, voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer. “ Transfer Agent ” is defined in Section 3.6(b) . “ Unit ” means the Units issued hereunder and shall also include any equity security issued in respect of or in exchange for Units,

whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization. “ Volume Weighted Average Price ” means, on any date of determination, the volume weighted average sale price per share of the

Class A Stock on the NYSE on such date, or if the Class A Stock is not listed on the NYSE, on the principal national securities exchange on which the Class A Stock is then listed or, if the Class A Stock is not listed on a national securities exchange, an automated quotation

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system on which the Class A Stock is then listed or authorized for quotation, in each case as reported by Bloomberg Financial Markets (or any successor thereto) through its “Volume at Price” functions and ignoring any block trades (which, for purposes of this definition means any transfer of more than 100,000 shares (subject to adjustment to reflect stock dividends, stock splits, stock combinations and other similar events)).

ARTICLE II

FORMATION AND NAME; OFFICE; PURPOSE; TERM

2.1. Formation and Continuation of the Company . The Company has been formed as a limited liability company pursuant to the Act and the provisions of this Agreement by the filing of a Certificate of Formation with the Secretary and the Members hereby agree to continue the Company as a limited liability company pursuant to the Act. The Managing Member shall use all reasonable efforts to assure that all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for the continuation of the Company as a limited liability company under the Act are made or taken.

2.2. Name of the Company . The name of the Company shall be “Adeptus Health LLC.” The Company may do business under that

name and under any other name or names that the Managing Member selects. If the Company does business under a name other than that set forth in its Certificate of Formation, then the Company shall comply with any requirements of the Act or applicable law necessary to do business under such name or names.

2.3. Purpose . The purpose of the Company is to engage in the Business and any lawful act or activity necessary, related or incident

thereto for which limited liability companies may be organized under the laws of the State of Delaware; provided that the Company may not engage in any business substantially different than the Business without the approval of the Managing Member.

2.4. Term . The term of the Company shall begin with the filing of the Certificate of Formation with the Secretary and shall continue

in perpetuity, unless its existence is terminated pursuant to Article VIII hereof. 2.5. Principal Office and Place of Business . The principal office and principal place of business of the Company shall be located at

2941 Lake Vista, Suite 200, Lewisville, Texas 75067 or at any other place which the Managing Member selects; provided that the Managing Member shall promptly notify in writing all of the Members of any change of the principal office and/or place of business of the Company.

2.6. Registered Agent and Office . The name and address of the Company’s registered agent in Delaware shall be Corporation Trust

Company, 1209 Orange Street, Wilmington, Delaware 19801. The Managing Member may change the registered agent and office of the Company in Delaware at any time in its sole discretion.

2.7. Members . The name and Units of each Member are set forth on Exhibit A . 2.8. Status . If, immediately following the date of this Agreement, the Company is an “operating company” within the meaning of

Department of Labor Regulation Section 2510.3- 101(c), the Company will use commercially reasonable efforts to remain an “operating company” within the meaning of Department of Labor Regulation Section 2510.3-101(c).

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ARTICLE III

CAPITAL CONTRIBUTIONS AND EXCHANGE OF UNITS

3.1. Capital Contributions . (a) Capital Contributions . As of the date of this Agreement, each Member shall be credited with the Capital Account Balance set forth in the Company’s books and records. Each Member shall be liable only to make such Capital Contributions to the Company as set forth in this Agreement, and shall have no obligations to contribute additional capital to the Company.

(b) Additional Capital . If the Managing Member, within its reasonable good-faith business judgment, deems it to be in

the best interest of the Company to raise additional capital through the issuance and sale of Additional Securities in the Company (including creating preferred interests or other classes or series of securities having such rights, preferences and privileges as determined by the Managing Member) in exchange for cash or the receipt of assets, then the Managing Member shall have the right to raise additional capital for infusion into the Company through the sale of Additional Securities, and to admit the persons investing such capital as Members on terms that may be senior to, junior to or on parity with the terms of, and otherwise with the same or different terms, rights and preferences, as the interests of the Members in respect of their Units.

(c) If at any time the Managing Member issues a share of its Class A Stock (including in the IPO) or any other Equity

Security of the Managing Member (other than shares of Class B Stock or other non-economic stock of the Managing Member), (i) the Company shall issue to the Managing Member one Unit (if the Managing Member issues a share of Class A Stock), or such other Equity Security of the Company (if the Managing Member issues Equity Securities other than Class A Stock) corresponding to the Equity Securities issued by the Managing Member, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Managing Member and (ii) the net proceeds received by the Managing Member with respect to the corresponding share of Class A Stock or other Equity Security, if any, shall be concurrently transferred to the Company; provided , however , that if the Managing Member issues any shares of Class A Stock (including in the IPO) or other Equity Securities some or all of the net proceeds of which are to be used to fund expenses or other obligations of the Managing Member for which the Managing Member would be permitted a cash distribution pursuant to clause (ii) of Section 4.2(d) , then the Managing Member shall not be required to transfer such net proceeds to the Company which are used or will be used to fund such expenses or obligations; provided , further , that if the Managing Member issues any shares of Class A Stock in order to purchase or fund the purchase from a Member of a number of Units (and shares of Class B Stock) equal to the number of shares of Class A Stock so issued, then the Company shall not issue any new Units in connection therewith and the Managing Member shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred to such Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.1(c) shall not apply (A) to the issuance and distribution to holders of shares of Pubco Common Stock or rights to purchase Equity Securities of the Managing Member under a “poison pill” or similar shareholders rights plan (it being understood that upon exchange of Units (and Class B Stock) for Class A Stock, such Class A Stock will be issued together with a corresponding right), or to the issuance under the Managing Member’s employee benefit plans of any warrants, options, other rights to acquire Equity Securities of the Managing Member or rights or property that may be converted into or settled in Equity Securities of the Managing Member, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Managing Member in connection with the exercise or settlement of such rights, warrants, options or other rights or property and (B) as otherwise determined by the Managing Member in accordance with Section 3.1(f) with respect to issuances of Equity Securities other than Class A Stock. Except pursuant to Section 3.6 or as otherwise determined by the Managing Member in accordance with Section 3.1(f) , (x) the Company may not issue any additional Units to the Managing Member or any of its Subsidiaries unless substantially

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simultaneously the Managing Member or such Subsidiary issues or sells an equal number of shares of the Managing Member’s Class A Stock to another Person, and (y) the Company may not issue any other Equity Securities of the Company to the Managing Member or any of its Subsidiaries unless substantially simultaneously the Managing Member or such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Managing Member or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Company.

(d) Except as otherwise determined by the Managing Member in accordance with Section 3.1(f) , (i) the Managing

Member or any of its Subsidiaries may not redeem, repurchase or otherwise acquire any shares of Class A Stock (including upon forfeiture of any unvested shares of Class A Stock or the acquisition of any such shares deposited in escrow) unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from the Managing Member an equal number of Units for the same price per security. Except pursuant to Section 3.6 or as otherwise determined by the Managing Member in accordance with Section 3.1(f) : (A) the Company may not redeem, repurchase or otherwise acquire any Units from the Managing Member or any of its Subsidiaries unless substantially simultaneously the Managing Member or such Subsidiary redeems, repurchases or otherwise acquires an equal number of shares of Class A Stock for the same price per security from holders thereof, and (B) the Company may not redeem, repurchase or otherwise acquire any other Equity Securities of the Company from the Managing Member or any of its Subsidiaries unless substantially simultaneously the Managing Member or such Subsidiary redeems, repurchases or otherwise acquires for the same price per security an equal number of Equity Securities of the Managing Member of a corresponding class or series with substantially the same rights to dividends and distributions (including distribution upon liquidation) and other economic rights as those of such Equity Securities of the Managing Member. Notwithstanding the foregoing, to the extent that any consideration payable by the Managing Member in connection with the redemption or repurchase of any shares of Class A Stock or other Equity Securities of the Managing Member or any of its Subsidiaries consists (in whole or in part) of shares of Class A Stock or such other Equity Securities (including, for the avoidance of doubt, in connection with the cashless exercise of an option or warrant), then the redemption or repurchase of the corresponding Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

(e) The Company shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification,

recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Units unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Pubco Common Stock with corresponding changes made with respect to any other exchangeable or convertible securities. The Managing Member shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Pubco Common Stock (a “ Reclassification Event ”) unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities.

(f) Notwithstanding anything to the contrary in Section 3.1(c) or Section 3.1(d) :

(i) if at any time the Managing Member shall determine that the Credit Facility shall not permit the Managing Member or the Company to comply with the provisions of Section 3.1(c) or Section 3.1(d) in connection with the issuance, redemption or repurchase of any shares of Class A Stock or other Equity Securities of the Managing Member or any of its Subsidiaries or any Units or other Equity Securities of the Company, then the Managing Member may in good faith implement an economically equivalent alternative arrangement without complying with such provisions; and

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(ii) if (a) the Managing Member incurs any Indebtedness and desires to transfer the proceeds of such

Indebtedness to the Company, and (b) the Managing Member is unable to lend the proceeds of such Indebtedness to the Company on an equivalent basis because of restrictions in the Credit Facility, then notwithstanding Section 3.1(c) or Section 3.1(d) , the Managing Member may in good faith implement an economically equivalent alternative arrangement in connection with the transfer of proceeds to the Company using preferred Equity Securities of the Company without complying with such provisions.

(g) Management Equity Restrictions .

(i) To the extent a Member held Incentive Units (as defined in the Original Agreement) that were subject to vesting, transfer, repurchase, restrictive covenant and other restrictions, terms or conditions, as applicable, under one or more restricted unit agreement(s) entered into between such Member and the Company or its Subsidiaries, as amended and/or restated from time to time (collectively, the “ Management Equity Restrictions ”), the Management Equity Restrictions shall be incorporated by reference herein, mutatis mutandis, and apply to the Units received by such Member on the date hereof in respect of the conversion of the intrinsic value of the Incentive Units into a Capital Contribution for such Units. Notwithstanding anything herein to the contrary, a Member shall not be entitled to participate in an exchange under Section 3.6 or in a Pubco Offer under Section 3.7 with respect to any Units that are unvested within the meaning of the Management Equity Restrictions.

(ii) With respect to each share of Class B Stock issued to a Member relating to a Unit that remains subject to

the Management Equity Restrictions described in Section 3.1(g)(i) above, such Member agrees that each such share of Class B Stock will also be subject to the Management Equity Restrictions, mutatis mutandis, to the same extent as the Unit to which it relates. Notwithstanding anything herein to the contrary, a Member shall not be entitled to participate in an exchange under Section 3.6 or in a Pubco Offer under Section 3.7 with respect to any shares of Class B Stock that are unvested within the meaning of the Management Equity Restrictions.

(iii) 83(b) Election . Within 10 days after the date of this Agreement, each Member who received Units and

Class B Stock on the date hereof in respect of the conversion of the intrinsic value of the Incentive Units into a Capital Contribution shall provide the Company with a copy of a complete election under Section 83(b) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”) with respect to such Units and Class B Stock. Such Member shall timely (within 30 days of the date of this Agreement) file (via certified mail, return receipt requested) such election with the Internal Revenue Service, and thereafter shall certify to the Company that the Member has made such timely filing and furnish a copy of such filing to the Company. Such Member acknowledges that he has consulted with his tax advisor regarding the consequences of a Section 83(b) election, as well as the receipt, vesting, holding and transfer of the Units.

3.2. No Interest on Capital Contributions . Members shall not be paid interest on their Capital Contributions. 3.3. Return of Capital Contributions . Except as otherwise provided in this Agreement, no Member shall have the right to receive the

return of any Capital Contribution. 3.4. Form of Consideration . If a Member is entitled to receive a return of a Capital Contribution, the Member shall not have the

right to receive any form of consideration other than cash in return of the Member’s Capital Contribution.

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3.5. Capital Accounts . The Company shall maintain a separate Capital Account for each Member. 3.6. Exchange of Units .

(a) Subject to adjustment as provided in Section 3.6(g) , each Member shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units. Each such Unit, together with one share of Class B Stock, will be exchangeable for one share of Class A Stock. Each such exchange of Units and Class B Stock for Class A Stock shall be treated for U.S. federal income tax purposes as a taxable exchange of the Member’s Units for Class A Stock and corresponding payments under the Tax Receivable Agreement.

(b) In order to exercise the exchange right under Section 3.6(a) , the exchanging Member shall present and surrender

the certificate or certificates, if any, representing such Units and shares of Class B Stock (in each case, if certificated) during usual business hours at the principal executive offices of the Managing Member, or if any agent for the registration or transfer of shares of Class B Stock is then duly appointed and acting (the “ Transfer Agent ”), at the office of the Transfer Agent, accompanied by written notice (the “ Exchange Notice ”) to the Managing Member and the Transfer Agent stating that the exchanging Member elects to exchange with the Company a stated number of Units and shares of Class B Stock represented, if applicable, by such certificate or certificates, to the extent specified in such notice, and (if the Class A Stock to be received is to be issued other than in the name of the exchanging Member) specifying the name(s) of the Person(s) in whose name or on whose order the Class A Stock is to be issued.

(c) If required by the Managing Member, any Exchange Notice shall be accompanied by instruments of transfer, in

form reasonably satisfactory to the Managing Member and the Transfer Agent, duly executed by the Member or such Member’s duly authorized representative. As promptly as practicable after the receipt of such notice and the surrender to the Managing Member or Transfer Agent, if applicable, of the certificate or certificates, if any, representing such Units and shares of Class B Stock (but in any event by the Exchange Date, as defined below), the Managing Member shall issue and deliver to the Company, and the Company shall deliver to such Member, or on such Member’s written order, the number of full shares of Class A Stock issuable upon such exchange, and the Company shall deliver such shares of Class B Stock, which shall be canceled in accordance with the Charter of the Managing Member. To the extent the Class A Stock is settled through the facilities of The Depository Trust Company, the Managing Member will, upon written instruction of the exchanging Member, use its reasonable efforts to deliver the shares of Class A Stock deliverable to such exchanging Member through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Member.

(d) Each exchange of Units and shares of Class B Stock shall be deemed to have been effected on (i) (x) the business

day after the date on which the Exchange Notice shall have been received by the Managing Member or the Transfer Agent, as applicable, if the Exchange Notice was received prior to 10:00 a.m. (ET) or (y) two business days after the date on which the Exchange Notice shall have been received by the Managing Member or the Transfer Agent, as applicable, if the Exchange Notice was received on or after 10:00 a.m. (ET), subject in each of clauses (x) and (y) to receipt by the Managing Member or the Transfer Agent, as applicable, within three business days thereafter of any required instruments of transfer as aforesaid or (ii) such later date specified in or pursuant to the Exchange Notice (such date identified in clause (i) or (ii), as applicable, the “ Exchange Date ”), and the Person or Persons in whose name or names any certificate or certificates for shares of Class A Stock (which certificates shall bear any legends as may be required in accordance with applicable Law) shall be

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issuable upon such exchange as aforesaid shall be deemed to have become, on the Exchange Date, the holder or holders of record of the shares represented thereby.

(e) Notwithstanding anything herein to the contrary, any exchanging Member may withdraw or amend an exchange

request, in whole or in part, prior to the effectiveness of the exchange, at any time prior to 5:00 p.m. (ET), on the business day immediately preceding the Exchange Date (or any such later time as may be required by applicable Law) by delivery of a written notice of withdrawal to the Managing Member or the Transfer Agent, as applicable, specifying (1) the certificate numbers of the withdrawn Units and shares of Class B Stock (if certificated), (2) if any, the number of Units and shares of Class B Stock as to which the Exchange Notice remains in effect and (3) if the Member so determines, a new Exchange Date or any other new or revised information permitted in an Exchange Notice.

(f) An Exchange Notice may specify that the exchange is to be contingent (including as to timing) upon the

consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of shares of the Class A Stock into which the Units and shares of Class B Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property.

(g) In the event one class or series of Pubco Common Stock (the “ Existing Securities ”) is converted into another class

or series of Pubco Common Stock (the “ New Securities ”), then any Member otherwise entitled to receive Existing Securities upon exchange shall instead be entitled to receive on exchange the amount of the New Securities that such Member would have received if the exchange of Units had occurred immediately before the effective date of such event and the Existing Securities received by such Member had been converted into the New Securities.

(h) The Managing Member shall at all times reserve and keep available out of its authorized but unissued Equity

Securities, solely for the purpose of issuance upon exchange of Units and Class B Stock, such number of shares of Class A Stock that shall be issuable upon the exchange of all such outstanding Units and Class B Stock; provided , that nothing contained herein shall be construed to preclude the Managing Member from satisfying its obligations in respect of the exchange of the Units for shares of Class A Stock by delivery of purchased shares of Class A Stock which are held in the treasury of the Managing Member. The Managing Member covenants that all shares of Class A Stock that shall be issued upon exchange of Units and Class B Stock shall, upon issuance thereof, be validly issued, fully paid and non-assessable.

(i) The issuance of Class A Stock upon exchange of Units and Class B Stock shall be made without charge to the

exchanging Members for any stamp or other similar tax in respect of such issuance; provided , however , that if any such shares are to be issued in a name other than that of the exchanging Member, then the Person or Persons requesting the issuance thereof shall pay to the Managing Member the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Managing Member that such tax has been paid or is not payable.

(j) The Managing Member and the Company agree that, to the extent that a registration statement under the Securities

Act is effective and available for the delivery of shares of Class A Stock to be delivered with respect to any exchange, shares that have been registered under the Securities Act shall be delivered in respect of such exchange. In the event that any exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Member

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requesting such exchange, the Managing Member shall use commercially reasonable efforts to promptly facilitate such exchange pursuant to any reasonably available exemption from such registration requirements.

(k) Notwithstanding any other provision of this Agreement, if a Disposition Event is approved by the Managing

Member and consummated in accordance with applicable Law and the Charter of the Managing Member, then, at the request of the Company or the Managing Member (or following such Disposition Event, its successor), each Member shall be required to exchange with the Company or sell to the purchaser or successor of the Managing Member, at any time thereafter, or simultaneously with, the consummation of such Disposition Event, all of such Member’s Units and shares of Class B Stock; provided that this Section 3.6(k) shall not be applicable if the holders of the voting power of the outstanding stock of the Managing Member that are generally entitled to vote in the election of directors prior to such Disposition Event continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such Disposition Event in substantially the same proportions as immediately prior to such Disposition Event. For the avoidance of doubt, in connection with a Disposition Event, in no event shall the Members (other than the Managing Member and its Subsidiaries) be entitled to receive aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the consideration payable in respect of each share of Class A Stock (it being understood that, for this purpose, payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration).

(l) If the Class A Stock is listed on a securities exchange, the Managing Member shall use its reasonable best efforts to

cause all Class A Stock issued upon an exchange of Units to be listed on the same securities exchange at the time of such issuance. (m) No adjustments in respect of dividends or distributions on any Unit will be made on the exchange of any Unit. No

exchange pursuant to this Section 3.6 shall impair the right of the exchanging Member to receive any distributions payable on the Units so exchanged in respect of a record date that occurs prior to the Exchange Date for such exchange. For the avoidance of doubt, no exchanging Member shall be entitled to receive, in respect of a single record date, distributions or dividends both on Units exchanged by such Member and on Pubco Common Stock received by such Member in such exchange.

3.7. Tender Offers and Other Events with Respect to the Managing Member . In the event that a tender offer, share exchange offer,

issuer bid, take-over bid, recapitalization, merger or similar transaction with respect to Class A Stock (a “ Pubco Offer ”) (regardless of whether that Pubco Offer is also a Disposition Event) is proposed by the Managing Member or is proposed to the Managing Member or its stockholders and approved by the board of directors of the Managing Member or is otherwise effected or to be effected with the consent or approval of the board of directors of the Managing Member, the Members (other than the Managing Member and its Subsidiaries) shall be permitted to participate in such Pubco Offer by delivery of a contingent Exchange Notice in accordance with Section 3.6(f) . In the case of a Pubco Offer proposed by the Managing Member, the Managing Member will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Members (other than the Managing Member and its Subsidiaries) to participate in such Pubco Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Stock without discrimination, effective only upon, and conditional upon, the closing of such Pubco Offer and only to the extent necessary to tender or deposit to the Pubco Offer in accordance with Section 3.6(f) , or, as applicable, to the extent necessary to exchange the number of Units and shares being purchased). For the avoidance of doubt, in no event shall the Members (other than the Managing Member and its Subsidiaries) be entitled to receive in such Pubco Offer aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the

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consideration payable in respect of each share of Class A Stock in connection with a Pubco Offer (it being understood that, for this purpose, payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration).

3.8. Certain Disposition Events with Respect to the Managing Member . If a Disposition Event occurs, the Managing Member or its

successor, as the case may be, shall, as and to the extent necessary, amend this Agreement in compliance with Section 10.4 , and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of such Disposition Event: (i) the exchange rights of holders of Units set forth in Section 3.6 provide that each Unit and share(s) of Class B Stock is exchangeable for the same amount and same type of property, securities or cash (or combination thereof) that one share of Class A Stock becomes exchangeable for or converted into as a result of the Disposition Event and (ii) Pubco or the successor to Pubco, as applicable, is obligated to deliver such property, securities or cash upon such exchange. For the avoidance of doubt, the provisions of this Section 3.8 shall not affect the right of the Company or the Managing Member to require an exchange pursuant to Section 3.6(k) upon the consummation of a Disposition Event.

ARTICLE IV

DISTRIBUTIONS AND ALLOCATIONS

4.1. Timing of Distributions . Except as set forth in Section 4.2 and 4.3 and the restrictions set forth in any class or series of Equity Securities created pursuant to Section 3.1(b) , the Company shall make distributions of Available Cash at such time as determined by the Managing Member in its reasonable discretion. Distributions of Capital Proceeds shall be made to the Members as soon as practicable after the closing of a Sale.

4.2. Distributions of Available Cash and Capital Proceeds .

(a) Distributions of Available Cash and Capital Proceeds . All distributions of Available Cash and Capital Proceeds for any period shall be made to the Members pro rata in proportion to their respective Units.

(b) In-kind Distributions . If any assets of the Company are distributed in kind to the Members, those assets shall be

valued on the basis of their Gross Asset Value, and any Member entitled to receive such assets may receive an interest in such assets as a tenant-in-common with all other Members so entitled. The Gross Asset Value of the assets to be distributed in kind shall be determined by an independent appraiser who shall be selected by the Managing Member; provided that such independent appraiser shall also be reasonably acceptable to holders of a majority of the Units.

(c) No Obligation to Restore Deficit . No Member shall be obligated to make up a negative balance in its Capital

Account during the term of, or upon dissolution of, the Company. (d) Notwithstanding the provisions of Section 4.1 or this Section 4.2 , the Managing Member, in its sole discretion, may

authorize that (i) cash be paid to the Managing Member (which payment shall be made without pro rata distributions to the other Members) in exchange for the redemption, repurchase or other acquisition of the Managing Member’s Units to the extent that such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares of Class A Stock in accordance with Section 3.1(d) , and (ii) to the extent that the Managing Member determines that expenses or other obligations of the Managing Member are related to its role as the Managing Member of the Company or the business and affairs of the Managing Member that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash distributions be made to the Managing Member (which distributions shall be made without pro rata distributions to the other

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Members) in amounts required for the Managing Member to pay (A) operating, administrative and other similar costs incurred by the Managing Member, including payments in respect of Indebtedness and preferred stock, to the extent used or will be used by the Managing Member to pay expenses or other obligations described in this clause (ii) (in either case only to the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to the Managing Member), payments representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreement and payments pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax liabilities of the Managing Member), (B) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claims against, or any litigation or proceedings involving, the Managing Member, (C) fees and expenses related to any securities offering, investment or acquisition transaction (whether or not successful) authorized by the board of directors of the Managing Member and (D) other fees and expenses in connection with the maintenance of the existence of the Managing Member (including any costs or expenses associated with being a public company listed on a national securities exchange). For the avoidance of doubt, distributions made under this Section 4.2(d) may not be used to pay or facilitate dividends or distributions on the Pubco Common Stock. For U.S. federal income tax purposes, amounts payable under this Section 4.2(d) shall be treated as a special gross income allocation to the Managing Member for U.S. federal income tax purposes.

4.3. Distributions with Respect to Tax .

(a) Notwithstanding Section 4.2 or any other provision of this Agreement other than Section 4.4 , the Company shall distribute to each Member in respect of each Unit held by such Member at the time such distribution is made an amount equal to the Per Unit Tax Distribution. Such distributions shall be paid with respect to any taxable year of the Company no later than five days before the required quarterly estimated payment dates for corporations of such taxable year for the Managing Member to help the Members to pay their estimated income tax liability (based on the Managing Member’s good faith estimate of the taxable income of the Company for the current taxable year and the Per Unit Tax Distribution at such time), with any additional distribution (based on the actual taxable income of the Company for such taxable year) to be paid no later than five days before each applicable income tax return is due (not including extensions) of such Member for such taxable year. For the avoidance of doubt, distributions made under this Section 4.3 shall be made pro rata in proportion to number of Units held by each Member.

(b) The total amount distributable in respect of each Unit pursuant to Section 4.3(a) (the “ Per Unit Tax Distribution

”) with respect to a taxable year of the Company shall be equal to the quotient of (i) the product of (x) the excess of (A) the taxable income of the Company (reduced by any amount that is treated as special gross income allocation for U.S. federal income tax purposes pursuant to Section 4.2(d) ) for such taxable year over (B) the cumulative net losses, if any, of the Company (other than any net losses arising prior to the date of the IPO) through the end of such taxable year to the extent not previously applied for purposes of this Section 4.3(b) and (y) the Assumed Tax Rate and (ii) the total number of Units considered outstanding for U.S. federal income tax purposes. For purposes of this Section 4.3 , the taxable income of the Company shall be determined without regard to any special adjustments of tax items required as a result of any election under Section 754 of the Code, including adjustments required by Sections 734 and 743 of the Code.

4.4. Limitations on Distributions . Notwithstanding anything to the contrary contained herein, the Company’s ability to make any

distributions to its Members shall be subject to the satisfaction of certain covenants and approvals pursuant to loan and/or security agreements to which the Company or its subsidiaries is a party or by which its assets may be bound.

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4.5. Allocations of Profits and Losses . Except as otherwise required by Section 704(b) of the Code and the Regulations thereunder,

Net Income (and the items thereof) and Net Losses (and the items thereof) for each Fiscal Year shall be allocated to the Members in such a manner that, as of the end of such Fiscal Year, the sum of (i) the Capital Account of each Member, (ii) such Member ’ s share of Partnership Minimum Gain (as determined according to Regulations Section 1.704-2(g)), and (iii) such Member ’ s Partner Nonrecourse Debt Minimum Gain shall be equal to the respective net amounts, positive or negative, which would be distributed to them or for which they would be liable to the Company under the Act, determined as if the Company were to (i) liquidate the assets of the Company for an amount equal to their Gross Asset Value, and (ii) distribute the gross proceeds of liquidation pursuant to Section 8.2 .

4.6. Special Allocations Relating to Entity-Level Taxes . If the Company is obligated under applicable law to pay any amount to a

governmental agency because of a Member ’ s status as a member of the Company for U.S. federal or state withholding or other taxes (such as the Illinois Personal Property Replacement Income Tax), such amount shall, at the option of the Managing Member (i) be promptly paid to the Company by the Member on whose behalf such amount was paid or (ii) be repaid by reducing the distributions which would otherwise be made to such Member pursuant to this Article IV. Whenever the Managing Member selects option (ii) pursuant to the preceding sentence, for all other purposes of this Agreement such Member shall be treated as having received all distributions unreduced by such amount.

4.7. Special Allocation Provisions .

(a) Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Regulations Sections 1.704-2(d) and 1.704-2(i)) during any taxable year, the Members shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f). This Section 4.7(a) is intended to comply with the minimum gain chargeback requirements in such Regulations Sections and shall be interpreted consistently therewith, including that no chargeback shall be required to the extent of the exceptions provided in Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(b) Qualified Income Offset . In the event any Member unexpectedly receives any adjustments, allocations, or

distributions described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit balance in its Capital Account (in excess of the amounts described in clauses (i) and (ii) of Section 4.7(c) below) created by such adjustments, allocations or distributions as promptly as possible.

(c) Limitation on Net Losses . If any allocation of Net Loss or an item of deduction, expenditure or loss to be made

pursuant to Section 4.5 or this Section 4.7 for any Fiscal Year or other accounting period would cause a deficit in any Member ’ s Capital Account (or would increase the amount of any such deficit) in excess of the sum of (i) the amount such Member is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount that such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), then such Net Loss or item of deduction, expenditure or loss shall be allocated to the Members that have positive Capital Account balances in proportion to the respective amounts of such positive balances until all such positive balances have been reduced to zero.

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(d) Gross Income Allocation . In the event any Member has a deficit Capital Account at the end of any Fiscal Year

which is in excess of the sum of (i) the amount such Member is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided , however , that an allocation pursuant to this Section 4.7(d) shall be made only if and to the extent that a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article IV have been tentatively made as if Section 4.7(c) and this Section 4.7(d) were not in this Agreement.

(e) Nonrecourse Deductions . Nonrecourse Deductions shall be allocated in accordance with the number of Units then

held by each Member. (f) Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the

Member who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(j).

(g) Change in Interests . If there is a change in any Member ’ s interest in the Company during any Fiscal Year, the

principles of Section 706(d) of the Code shall apply in allocating Net Income and Net Loss and items thereof for such Fiscal Year to account for the variation. For purposes of applying Section 706(d) of the Code, the Tax Matters Partner may adopt any method or convention permitted under applicable Regulations. If there is a change in the Interest of any Member, then for purposes of applying Section 4.5 with respect to the fiscal period ending on the date of change, the hypothetical liquidating distributions under Section 4.5 shall be made on the basis of the interests of each Member as applied before giving effect to such change.

(h) Nonrecourse Liabilities . Nonrecourse liabilities shall be allocated under Regulations Section 1.752-3(a)(3) first to

the Members up to the amount of built-in gain that is allocable to a Member on property subject to Section 704(c) of the Code or property for which “ reverse section 704(c) allocations ” are applicable (as described in Regulations Section 1.704-3(a)(6)(i)) where such property is subject to the nonrecourse liabilities to the extent that such built-in gain exceeds the gain described in Regulations Section 1.752-3(a)(2), and any remaining nonrecourse liabilities shall be allocated under Regulations Section 1.752-3(a)(3) to the Members pro rata in proportion to their respective Units.

4.8. Allocation for Income Tax Purposes . (a) Allocation in General . Except as otherwise provided in Section 4.8(b) or

Section 704 of the Code and Regulations thereunder, for each Fiscal Year, items of Company income, gain, loss, deduction and expense, shall be allocated, for U.S. federal, state and local income tax purposes, among the Members in the same manner as the Net Income (and the items thereof) or Net Losses (and the items thereof) of which such items are components were allocated pursuant to Section 4.5 .

(b) Section 704(c) Items . In accordance with Section 704(c) of the Code and the Regulations thereunder, income,

gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value. If the Gross Asset Value of a Company asset is adjusted pursuant to clause (b) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset for tax purposes shall take account of any variation between the adjusted basis of such asset for U.S. federal income tax purposes and its Gross Asset Value in

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the same manner as under Section 704(c) of the Code and the Regulations thereunder. For purposes of applying the principles of Section 704(c) of the Code, the Company shall use the “ traditional method with curative allocations ” of Regulations Section 1.704-3(c), provided , however , that the curative allocations shall be made only in connection with a sale of substantially all of the Company property (including a hypothetical sale under Regulations Section 1.743-1(d)(2)) and shall be limited solely to allocations of income or gain from the disposition of Company property the cost recovery from which has been limited by the ceiling rule throughout the term of the Company.

(c) Allocations Solely for Tax Purposes . Allocations pursuant to this Section 4.8 are solely for purposes of U.S.

federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member ’ s Capital Account or share of profits and losses or other items or distributions pursuant to any provision of this Agreement.

4.9. Noncompensatory Options .Upon the exercise of a noncompensatory option or warrant (within the meaning of Regulations

Section 1.721-2(f)), the Company shall apply the rules applicable to noncompensatory options under Regulations Section 1.704-1, 1.721-2 and 1.761-3.

ARTICLE V

MANAGEMENT 5.1. The Managing Member . Pubco shall be the sole managing Member of the Company. Except as otherwise required by Law,

(i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member, and (iii) the Members other than the managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company.

5.2. Authority of the Managing Member and the Officers of the Company .

(a) The day-to-day operations of the Business of the Company shall be managed by the officers of the Company, reporting to and being subject to the supervision of the Managing Member. The overall management and strategic vision for business and affairs of the Company shall be managed by or under the direction of the Managing Member. The power to act for and bind the Company shall be vested exclusively in the Managing Member, subject to the authority of the Managing Member to delegate powers and duties to the officers of the Company.

(b) Except as provided in Section 6.1 , the provisions contained in Section 5.1 and this Section 5.2 supersede any

authority granted to the Members pursuant to the Act, to the extent so permitted under the Act. Unless a Member is an officer of the Company (and, in such role, subject to Section 5.2(a) ), no Member shall have any power or authority to take any action on behalf of the Company or bind the Company unless specifically authorized to do so by the Managing Member. Any Member who takes any action on behalf of the Company or binds the Company in violation of this Section 5.2 shall be solely responsible for any loss and expense incurred as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to any such loss or expense.

5.3. Duties of Parties . No member of the board of directors of the Managing Member or officer of the Company shall be liable to

the Company, to any Subsidiary or to any Member for any loss or damage sustained by the Company, any of its Subsidiaries or any Member, unless the loss or damage shall have been the result of such Person ’ s gross negligence, fraud or intentional misconduct. In performing his or her duties, each such Person shall be entitled to rely in good faith on the provisions of

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this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any Subsidiary or any facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid) of the following other Persons or groups: (i) one or more officers or employees of the Company or the Managing Member; (ii) any lawyer, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company or the Managing Member; or (iii) any other Person who has been selected with reasonable care by or on behalf of the Company, or the Managing Member, in each case as to matters which such relying Person reasonably believes to be within such other Person ’ s competence. No Member, member of the board of directors of the Managing Member, or officer of the Company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company or any Subsidiary, whether that liability or obligation arises in contract, tort or otherwise, solely by reason of being a Member, member of the board of directors of the Managing Member or officer of the Company.

5.4. Right to Indemnification . Subject to the limitations and conditions as provided in this Section 5.4 , each Person who was or is

made a party or is threatened to be made a party to or is involved in any threatened, pending or completed Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was a Member, shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys ’ and experts ’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (each a “Loss” ); provided, however, that, (i) if such Loss shall have been the result of gross negligence, fraud or intentional misconduct by such Person, such indemnification shall not cover such Loss to the extent resulting from such gross negligence, fraud or intentional misconduct, and (ii) the Company shall not be obligated to indemnify such Person (x) with respect to any claim, action or proceeding initiated by or brought voluntarily by such Person and not by way of defense or (y) for amounts paid in settlement of an action effected without the prior written consent of the Managing Member to such settlement, which consent shall not be unreasonably withheld. Indemnification under this Section 5.4 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 5.4 shall be deemed contract rights, and no amendment, modification or repeal of this Section 5.4 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any such amendment, modification or repeal. For the avoidance of doubt, this Agreement shall not affect the indemnification and advancement rights provided pursuant to the Original LLC Agreement in favor of any Person relating to Proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement.

5.5. Indemnification of Officers, Employees and Agents . The Company, at the direction of the Managing Member, may indemnify and advance expenses to an officer, employee or agent of the Company or any Subsidiary to the same extent and subject to the same conditions under which it shall indemnify and advance expenses under Section 5.4 .

5.6. Advancement of Fees . The Company shall advance the expenses incurred by a Person entitled to indemnification pursuant to

this Article V , in defending an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such Person to repay such amount if there shall be an adjudication or determination that it is not entitled to indemnification as provided herein. Any such determination shall be made by (i) the board of directors of the Managing Member, (ii) the vote of a majority of the members of the board of directors of

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the Managing Member excluding any member if that member or any Affiliate of that member was advanced expenses pursuant to this Section 5.6 , or (iii) notwithstanding subpart (ii), in the case of any Person entitled to indemnification pursuant to Section 5.4 , at such time as a court of proper jurisdiction (or its appellate level) determines, in a final non-appealable judicial determination, that the indemnitee would not be entitled to indemnification under Section 5.4 hereof.

5.7. Nonexclusivity of Rights . The right to indemnification and the advancement and payment of expenses conferred in this

Article V shall not be exclusive of any other right that a Member, an officer, or other Person indemnified pursuant to this Article V may have or hereafter acquire under any contract, law (common or statutory), the Charter and By-Laws of the Managing Member or provision of this Agreement.

5.8. Insurance . The Company or one or more of the Subsidiaries may obtain and maintain, as the Managing Member shall

determine, at its expense, directors ’ and officers ’ insurance to protect the Company and any Member, officer or agent of the Company or any Subsidiary who is or was serving at the request of the Company or any Subsidiary as a manager, representative, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under this Article V . Each such individual shall be entitled to the maximum coverage available to any such individual under such insurance.

5.9. Savings Clause . If this Article V or any portion hereof shall be invalidated on any ground by any court of competent

jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Person indemnified pursuant to this Article V as to costs, charges and expenses (including reasonable attorneys ’ fees and expenses), judgments, fines and amounts paid in settlement with respect to any such Proceeding, appeal, inquiry or investigation to the full extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law.

5.10. Power of Attorney .

(a) Grant of Power . Each Member constitutes and appoints the Managing Member as the Member ’ s true and lawful attorney-in-fact ( “Attorney-in-Fact” ), and in the Member ’ s name, place and stead, to make, execute, sign, acknowledge, and file, with respect to the Company: (i) one or more certificates of formation;

(ii) all documents (including amendments to certificates of formation) which the Attorney-in-Fact deems

appropriate to reflect any amendment, change, or modification of this Agreement approved in accordance with the terms hereof; (iii) any and all other certificates or other instruments required to be filed by the Company under the laws of

the State of Delaware or of any other state or jurisdiction, including, any certificate or other instruments necessary in order for the Company to continue to qualify as a limited liability company under the laws of the State of Delaware;

(iv) one or more applications to use an assumed name; and (v) subject to the provisions of Section 8.1 , all documents which may be required to dissolve and terminate

the Company and to cancel its Certificate of Formation.

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(b) Irrevocability . The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent

permitted by applicable law, shall survive the Transfer of a Unit, except that if the transferee of such Unit is approved for admission as a Substituted Member pursuant to Section 7.3(c) , this power of attorney granted by the transferor shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.

5.11. Officers . The Managing Member may appoint and terminate officers of the Company. Subject to the supervision and other

management responsibilities of the Managing Member, the officers shall have authority and responsibility to the extent delegated by the Managing Member in writing from time to time.

5.12. Managing Member Dividends and Distributions . The Managing Member shall not make any dividend or other distribution on

any shares of Class A Stock except solely with the proceeds of distributions received by the Managing Member in respect of Units pursuant to Section 4.2(a) (which, for the avoidance of doubt, shall not include tax distributions payable pursuant to Section 4.3 except to the extent such amount exceeds the sum of the taxes payable by the Managing Member and the amounts due under the Tax Receivable Agreement) that were paid pro rata to all Members.

ARTICLE VI MEMBERS

6.1. No Control of the Company; Matters Requiring Member Approval . Other than the Managing Member, a Member shall not

participate in the management or control of the Company ’ s business, transact any business for the Company or have the power to act for or bind the Company, subject to the right of the Members to approve designated items to the extent set forth in this Agreement.

6.2. Fiduciary Relationship . To the maximum extent permitted by applicable law, any Member not acting in its capacity as a

member of the board of directors of the Managing Member or officer of the Company, shall have no duty (including fiduciary duty) to the Company or its Members or any other Person other than as provided in this Agreement.

6.3. Liability . Except as otherwise required by the Act, a Member, as such, shall not be personally liable for any of the debts,

liabilities, contracts or any other obligations of the Company. 6.4. Incapacity or Dissolution . The death, incapacity, dissolution or Bankruptcy of a Member, or the transfer of all of its or his

interest in the Company to anyone that is not a Member, shall not cause a dissolution of the Company, but the rights of such Member to share in the profits and losses of the Company, to receive distributions of Company funds and to assign an interest shall be determined pursuant to Article VII , and the Company shall continue as a limited liability company under the Act.

6.5. Meeting of Members . Actions and decisions requiring the approval of the Members may be authorized or made only by (i) the

affirmative approval of the Managing Member (acting at the direction of its board of directors) and a majority of the other Members taken at a meeting of the Members; provided that the affirmative vote of a majority of the other Members shall not be required at any time that such other Members hold less than 20% of the outstanding Units, or (ii) by unanimous written consent without a meeting. Members holding at least 5% of the outstanding Units may call a meeting to consider approval of an action or decision under the provisions of this Agreement by delivering to each

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Member notice of the time and purposes of such meeting at least two (2) business days before the day of such meeting. Any such meeting shall be held at the place determined by the Managing Member unless all of the other Members consent in writing or by their attendance of such meeting to its being held at another location; provided that a Member may participate in a meeting by means of telephone or similar communications equipment, so long as all of the Members participating in the meeting can hear and speak to each other at the same time.

6.6. Confidentiality Obligation . Each Member, on behalf of its Affiliates and their respective officers, directors, managers, and

employees (each a “Related Party” ) (a) acknowledges that the information and data concerning the business and affairs of the Company and its Subsidiaries (collectively, “Confidential Information” ) are the property of the Company and (b) agrees that the Company and its Subsidiaries have a protectable interest in the Confidential Information. Therefore, each Member agrees that it and its Related Parties shall (i) use Confidential Information solely for purposes of managing its investment in the Company or providing services as an employee or director of the Company, as the case may be, and not for its own purposes and (ii) not disclose any Confidential Information to any unauthorized person without the prior written consent of the Managing Member unless and to the extent that such Confidential Information: (A) is or becomes generally known to and available for use by the industry other than as a result the disclosure of such Confidential Information in contravention of this Section 6.6 ; (B) is required to be disclosed by judicial process or law; or (C) in the case of an employee or director, is in furtherance of such Person ’ s duties to the Company in such capacity; provided, however, the Member may disclose such Confidential Information (i) to its affiliates, equity owners and advisors or such other parties, for the purpose of managing its investment in the Company, or in order to satisfy its ongoing disclosure obligations, as applicable, so long as such other party agrees to, or has a duty to, hold such Confidential Information in confidence, or (ii) as required by law or court or governmental order.

ARTICLE VII

CERTIFICATES; TRANSFER OF UNITS

7.1. Certificates . The Company may issue certificates representing Units or other equity interests in the Company (the “Certificates” ) at the request of any Member. The Certificates shall be in such form as shall be determined by the Managing Member. The Certificates shall be consecutively numbered or otherwise identified. The name and address of the person to whom the Certificates are issued, with the Capital Contribution and the date of issue, shall be entered in the Certificate Register of the Company. In case of a lost, destroyed or mutilated Certificate, a replacement may be issued upon such terms and indemnity to the Company as the Managing Member or its counsel may prescribe.

7.2. Legends . Certificates, if any, representing Units or other equity interests that are issued to any Member shall bear a legend in

substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL REPURCHASE RESTRICTIONS AND RESTRICTIONS ON TRANSFER AS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF JUNE 24, 2014, A COPY OF WHICH WILL BE FURNISHED BY ADEPTUS HEALTH LLC UPON REQUEST.

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7.3. Transfers .

(a) In General . Except as otherwise provided in Section 7.3(b) , no Person may, directly or indirectly, Transfer all or any portion of his Units or any interest in the Company without the prior written consent of the Managing Member, which consent may be given or withheld in the Managing Member ’ s sole discretion. Notwithstanding anything to the contrary in this Section 7.3 , (i) each of the Members may exchange all or a portion of the Units owned by such Member in accordance with Section 3.6 or 3.7 of this Agreement or (ii) if the Managing Member and the exchanging Member shall mutually agree, Transfer such Units, together with a corresponding number of shares of Class B Stock, to the Managing Member for other consideration at any time following the consummation of the IPO.

(b) Permitted Transferees . Subject to Section 7.3(c) , any Person shall have the right to transfer, at any time, all or any

portion of the Units or interests in the Company held by such Person to such Person ’ s Permitted Transferee so long as the Company is able to satisfy the 100-partner limitation under Regulations Section 1.7704-1(h)(1)(ii) after such transfer, as determined by the Managing Member in its sole discretion exercised in good faith. “Permitted Transferee” for these purposes shall be:

(i) in the case of a Member that is an individual, (x) a transferee for bona fide estate planning purposes,

(y) any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the Member and/or one or more members of his/her immediate family or (z) any immediate family member or other dependent of such Member;

(ii) in the case of a Member that is a trust, (x) any individual that is a settlor or direct or indirect beneficiary

of such trust and/or one or more members of the immediate family and/or other dependents of any such individual or (y) any trust, partnership or other entity for the direct or indirect benefit of any individual that is a settlor or direct or indirect beneficiary of such trust and/or one or more members of the immediate family and/or other dependents of any such individual;

(iii) in the case of a Member that is a partnership for U.S. federal income tax purposes, (x) its limited partners,

members or stockholders in a pro rata distribution or (y) any investment fund or other entity managed by the same entity that manages the Member (for so long as the transferee and transferor continue to be managed by the same entity); or

(iv) any transferee with the prior written consent of the Board of Directors of the Managing Member (in each

case, in its sole discretion). (v) For purposes of this Agreement, “ immediate family ” shall mean any relationship by blood, current or

former marriage or adoption, not more remote than first cousin.

(c) Conditions to Transfer . In addition to the other requirements set forth in Section 7.3(a) , unless waived by the Managing Member, no Transfer of all or any portion of Units or any interest in the Company shall be made unless the following conditions are met:

(i) The Transfer will not violate registration requirements under any federal or state securities laws; (ii) The Transfer will not cause the Company to be treated as a “ publicly traded partnership ” within the

meaning of Section 7704 of the Code and the regulations promulgated thereunder; (iii) The Transfer will not result in the Company being subject to the Investment Company Act of 1940, as

amended;

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(iv) The transferor also Transfers to the same transferee a number of shares of Class B Stock equal to the

number of Units transferred to such Person; and (v) The transferee shall have executed and delivered to the Managing Member a written instrument in the

form of Exhibit B hereto agreeing to be bound by the terms and provisions of this Agreement as a Member and such other instruments as the Managing Member may be deem necessary and desirable.

For the avoidance of doubt, the restrictions on Transfer contained in this Section 7.3 shall not apply to the Transfer of any capital

stock of the Managing Member; provided that no shares of Class B Stock may be transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement.

(d) Effect of Transfer in Violation of Agreement . Each Member hereby acknowledges the reasonableness of the

prohibition contained in this Section 7.3 in view of the purposes of the Company and the relationship of the Members. Any purported Transfer in violation of this Agreement shall be null and void and ineffective to transfer any Units or other interests in the Company and shall not be binding upon or be recognized by the Company, and any such purported transferee shall not be treated as or deemed to be a Member for any purpose. In the event that any Member shall at any time transfer Units in violation of any of the provisions of this Agreement, in addition to any other rights and remedies that the Company may be entitled to, at law or in equity, the Company shall have the right to obtain and be entitled to, an order restraining or enjoining such Transfer, it being expressly acknowledged and agreed that damages at law would be an inadequate remedy for a Transfer in violation of this Agreement.

(e) New Members . Any Permitted Transferee that receives Units in accordance with the provisions of this Section 7.3

shall be automatically admitted as a Member. (f) Indirect Transfers . The parties each acknowledge and agree that each Member shall not, for so long as it holds

Units, without the prior written consent of the Managing Member, directly or indirectly (x) issue new equity of itself or equity-like rights, options, warrants or other rights to acquire equity or equity-like rights or any economic rights (including debt) of itself to any Person except to its initial owners or its Permitted Transferees or Permitted Transferees of its initial owners or (y) permit any Transfer of the membership and/or economic interests in itself and/or equity interests or economic rights (including debt) of itself other than to its Permitted Transferees or as permitted by Section 7.3 .

ARTICLE VIII

DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE CO MPANY

8.1. Events of Dissolution . The Company shall be dissolved only upon the approval of the Members in accordance with Section 6.5 to liquidate or dissolve the Company.

8.2. Procedure for Winding Up and Dissolution . If the Company is dissolved, the Managing Member or, if determined by Members

holding 66 2/3% of the outstanding Units, a liquidating trustee (the “Liquidating Trustee” ), shall wind up its affairs. On the winding up of the affairs of the Company, the assets of the Company shall be distributed in the following order of priority:

(a) first, to pay the costs and expenses of the winding up, liquidation and termination of the Company;

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(b) second, to (i) lenders of the Company, including any Members who made loans to the Company in accordance

with this Agreement, and (ii) any other third-party creditors of the Company; (c) third, to establish reserves determined by the Liquidating Trustee to be reasonably adequate to meet any and all

contingent or unforeseen liabilities or obligations of the Company; (d) fourth, to the Managing Member any amounts payable pursuant to Section 4.2(d)(ii) to the extent not distributed;

and (e) thereafter, to the Members in accordance with Section 4.2(a) .

8.3. Notice of Dissolution . If an event occurs that would result in the dissolution of the Company, the Managing Member shall, within thirty (30) days thereafter, provide written notice thereof to each of the Members.

ARTICLE IX

BOOKS, RECORDS, ACCOUNTING, AND TAX ELECTIONS

9.1. Bank Accounts . All funds of the Company shall be deposited in a bank account or accounts maintained in the Company ’ s name. The Managing Member shall determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.

9.2. Books and Records .

(a) The Managing Member shall keep or cause to be kept complete and accurate books and records of the Company

and supporting documentation of the transactions with respect to the conduct of the Company ’ s business. The records shall include a copy of the Certificate of Formation of the Company and this Agreement and all amendments to the Certificate of Formation and this Agreement, a current list of the names and last known business, residence or mailing addresses of all Members, and the Company ’ s U.S. federal, state or local tax returns.

(b) The books and records shall be kept on the cash or accrual method of accounting, as determined by the Managing

Member, and shall be maintained in accordance with sound accounting practices and shall be available at the Company ’ s principal office for examination by any Member or the Member ’ s duly authorized representative at any and all reasonable times during normal business hours. Each Member shall reimburse the Company for all costs and expenses incurred by the Company in connection with the Member ’ s inspection and copying of the Company ’ s books and records.

9.3. Annual Accounting Period . The annual accounting period of the Company shall end on December 31. The Company ’ s

taxable year shall be selected by the Managing Member, subject to the requirements and limitations of the Code. 9.4. Reports .

(a) Tax Reporting . The Managing Member shall use commercially reasonable efforts to cause to be sent to each Person who was a Member at any time during the taxable year then ended, the tax information concerning the Company, which may be in draft form containing Managing Member ’ s good faith estimates, which is necessary for preparing the Member ’ s U.S. federal income tax

26

returns for that year as soon as is reasonably practicable after the end of each taxable year of the Company but in all events within ninety (90) days after the end of each taxable year of the Company.

9.5. Title to Company Property . All real and personal property acquired by the Company shall be acquired and held by the Company in its name.

9.6. Tax Matters Partner; Tax Elections . The Managing Member is hereby designated to act as the “ tax matters partner ” for the

Company under Section 6231(a)(7) of the Code (the “Tax Matters Partner” ). All costs and expenses incurred by the Tax Matters Partner in connection with an audit of a Company income tax return shall be borne by the Company. Subject to Section 4.8(b) or as otherwise expressly provided herein, the Managing Member may make any elections for the Company allowed under the Code, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company; provided that the Managing Member shall not, and shall not cause the Company, without the prior written approval of Members holding in the aggregate more than 90% of the Units to, (i) make any tax election or take any action that would result in the failure of the Company to be taxable as a partnership for U.S. federal income tax purposes, or take any position inconsistent with treating the Company as a partnership for U.S. federal income tax purposes or (ii) make any tax election to dissolve the Company, except pursuant to a Sale or otherwise as expressly permitted herein. Notwithstanding the foregoing, the Company shall make or maintain a valid election pursuant to Section 754 of the Code and the Managing Member shall not cause the Company to request permission from the Internal Revenue Service to revoke such election.

9.7. Accounting . The Company ’ s daily accounting shall be handled on site by or under the direction of the Managing Member.

ARTICLE X GENERAL PROVISIONS

10.1. Further Assurances . Each Member shall execute all such certificates and other documents and shall do all such filing,

recording, publishing and other acts as the Managing Member deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company.

10.2. Notifications . Any notice, demand, consent, election, offer, approval, request or other communication (collectively, a “ notice

” ) required or permitted hereunder must be in writing and either delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by recognized overnight delivery service. A notice must be addressed to a Member at the Member ’ s last known address on the records of the Company. A notice to the Company must be addressed to the Company at the Company ’ s principal office. A notice delivered personally will be deemed given only when acknowledged in writing by the person to whom it is delivered. A notice that is sent by mail will be deemed given three (3) business days after it is mailed. A notice sent by recognized overnight delivery service will be deemed given when received or refused. Any party may designate, by notice to all of the others, substitute addresses or addressees for notices; and, thereafter, notices are to be directed to those substitute addresses or addressees.

10.3. Specific Performance . Notwithstanding Section 10.5 , the parties recognize that irreparable injury will result from a breach of

any provision hereof and that money damages will be inadequate to fully remedy the injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions hereof, any party who may be injured (in addition to any other remedies which may be available to that party) shall be entitled to one or more preliminary or permanent court orders (i)

27

restraining and enjoining any act which would constitute a breach or (ii) compelling the performance of any obligation which, if not performed, would constitute a breach (in any such case, without the necessity of posting bond or other security or proving actual damages).

10.4. Amendment; Waivers . This Agreement may not be amended, modified or supplemented and no waivers of or consents to

departures from the provisions hereof may be given unless consented to in writing by the Managing Member (acting at the direction of its board of directors) and holdersof a majority of the Units held by the other Members; provided , that the consent of holders of a majority of the other Members shall not be required at any time that such other members hold less than 20% of the outstanding Units; provided , however , that the Managing Member shall have the right to amend Exhibit A without the consent of a majority of the other Members whenever (i) additional Units are issued, (ii) Units are transferred pursuant to Section 7.3 and (iii) the Company redeems or repurchases any Units (in each case, solely to the extent necessary to reflect such action). Without limiting the foregoing, (i) the affirmative vote of the Managing Member and holders of 80% of the Units held by other Members shall be required to approve any amendment, modification, supplement or waiver that would (a) affect the right of a Member to receive distributions pursuant to Section 4.2 , Section 4.3 or Section 8.2 , or (b) alter any rights, privileges or entitlements of a Member under Section 3.6 , Section 3.7 , Section 3.8 , Section 4.8(b) , Section 5.4 , Section 5.6 or this Section 10.4 ; (ii) no amendment that affects the rights of a Member in a manner that is materially adverse relative to the rights of any other Member may be adopted without the consent of that Member.

10.5. Consent to Jurisdiction . The parties hereto hereby irrevocably submit themselves to the exclusive jurisdiction of the courts of

the State of Delaware and to the jurisdiction of federal district court in the State of Delaware for the purpose of obtaining any court order pursuant to Section 10.3 and bringing any other action that may be brought in connection with the provision hereof. The parties hereto hereby individually agree that they shall not assert any claim that they are not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Service of process on any of the parties hereto with regard to any such action may be made by mailing the process to such Persons by regular or certified mail to the address of such Person specified in Section 10.2 .

10.6. Attorneys ’ Fees . In the event that any party to this Agreement resorts to litigation, arbitration or any alternative dispute resolution process to enforce its rights pursuant to this Agreement, each party shall bear the fees and costs of its own attorneys, consultants, experts ’ and any other fees and costs incurred in connection with this Agreement.

10.7. Headings . The headings herein are for convenience of reference only and shall not control or effect the meaning or

construction of any provisions hereof. 10.8. Severability . Each provision hereof shall be considered separable. The invalidity or unenforceability of any provisions hereof

in any jurisdiction shall not affect the validity, legality or enforceability of the remainder hereof in such jurisdiction or the validity, legality or enforceability hereof, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. If, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair or affect the other provisions herein.

10.9. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and

all of which, when taken together, shall constitute one and the same document.

28

10.10. Notice to Members of Provisions . By executing this Agreement, each Member acknowledges that such Member has actual

notice of (a) all of the provisions hereof (including the restrictions on Transfer set forth herein), and (b) all of the provisions of the Charter and By-laws.

10.11. Governing Law and Waiver . All questions concerning the construction, validity, and interpretation of this Agreement and

the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Delaware. Each of the undersigned hereby irrevocably waive the right to trial by jury with respect to all actions or proceedings in any way, manner or respect arising out of or relating to this Agreement.

10.12. Complete Agreement . This Agreement and the Tax Receivable Agreement constitute the complete and exclusive statement

of the agreement among the Members. They supersede all prior written and oral statements, including any prior representation, statement, condition, or warranty.

10.13. Binding Effect and Assignment .

(a) This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns.

(b) Neither this Agreement nor any right, remedy or liability arising hereunder or by any reason hereof shall be

assignable by any party pursuant to any Transfer of Units or otherwise, except assignments by Members in connection with Transfers to Permitted Transferees in accordance with Section 7.3 or assignments in connection with a merger, consolidation, reorganization or similar event of the assigning Member.

10.14. Terms . Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the

identity of the Person may in the context require. 10.15. Delivery by Facsimile or other Electronic Transmission . This Agreement, the agreements referred to herein, and each other

agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, including e-mail delivery of a .pdf or similar format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or other form of electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or other form of electronic transmission as a defense to the formation or enforceability of a contract, and each such party forever waives any such defense.

[signature pages follow]

29

IN WITNESS WHEREOF, each of the undersigned have executed this Amended and Restated Limited Liability Company Agreement

of Adeptus Health LLC; in their capacity as a member thereof, as of the date first above written.

[Adeptus — Signature Page to the Amended and Restated Limited Liability Company Agreement]

ADEPTUS HEALTH INC.

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

Title: Chief Financial Officer

STERLING PARTNERS: SCP III AIV THREE-FCER, L.P. By: SC Partners III, L.P., its general partner

SCP III AIV THREE-FCER Conduit, L.P. By: SC Partners III, L.P., its general partner

[Adeptus — Signature Page to the Amended and Restated Limited Liability Company Agreement]

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

[Adeptus — Signature Page to the Amended and Restated Limited Liability Company Agreement]

THOMAS S. HALL

By: /s/ Thomas S. Hall

Name: Thomas S. Hall

[Adeptus — Signature Page to the Amended and Restated Limited Liability Company Agreement]

GRAHAM B. CHERRINGTON

By: /s/ Graham B. Cherrington

Name: Graham B. Cherrington

[Adeptus — Signature Page to the Amended and Restated Limited Liability Company Agreement]

TIMOTHY L. FIELDING

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

[Adeptus — Signature Page to the Amended and Restated Limited Liability Company Agreement]

ANDREW M. JORDAN

By: /s/ Andrew M. Jordan

Name: Andrew M. Jordan

[Adeptus — Signature Page to the Amended and Restated Limited Liability Company Agreement]

TRACI A. BOWEN

By: /s/ Traci A. Bowen

Name: Traci A. Bowen

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

JAMES M MUZZARELLI

By: /s/ James M. Muzzarelli

Name: James M. Muzzarelli

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

GREGORY W. SCOTT

By: /s/ Gregory W. Scott

Name: Gregory W. Scott

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

RONALD L. TAYLOR

By: /s/ Ronald L. Taylor

Name: Ronald L. Taylor

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

JEFFREY S. VENDER

By: /s/ Jeffrey S. Vender

Name: Jeffrey S. Vender

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

LAWRENCE BUCKELEW

By: /s/ Lawrence Buckelew

Name: Lawrence Buckelew

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

MICHAEL R. COREY

By: /s/ Michael R. Corey

Name: Michael R. Corey

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

TIMOTHY M. MUELLER

By: /s/ Timothy M. Mueller

Name: Timothy M. Mueller

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

DAVID PYLE

By: /s/ David Pyle

Name: David Pyle

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

HEATHER L. WEIMER

By: /s/ Heather L. Weimer

Name: Heather L. Weimer

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

LAWRENCE J. WORLEY

By: /s/ Lawrence J. Worley

Name: Lawrence J. Worley

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

STEPHEN D. FARBER TRUST UTD AUGUST 18, 2000

By: /s/ Stephen D Farber

Name: Stephen D. Farber

Time: Trustee

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

Covert Family Limited Partnership,

A Texas limited partnership

By: Covert Operations, LLC

A Texas limited liability company

Its General Partner

By: /s/ Larry Richard Covert

Larry Richard Covert, Manager

Time:

[Adeptus – Signature Page to the Amended and Restated Limited Liability Company Agreement]

5-N INVESTMENTS, LLC

By: /s/ Jacob Novak

Name: Jacob Novak, Manager

Time:

Exhibit A

Name and Units of Members

Name Units

SCP III AIV THREE-FCER, L.P.

6,012,563

SCP III AIV THREE-FCER Conduit, L.P. 4,474,107

Thomas S. Hall

780,569

Graham B. Cherrington 172,265

Timothy L. Fielding

120,854

Andrew M. Jordan 103,359

Traci A. Bowen

34,453

James M. Muzzarelli 34,453

Gregory W. Scott

30,214

Ronald L. Taylor 80,060

Jeffery S. Vender

56,353

Lawrence Buckelew 18,092

Michael R. Corey

34,453

Timothy M. Mueller 17,605

David Pyle

23,454

Heather L. Weimer 34,453

Lawrence J. Worley

68,906

Stephen D Farber Trust UTD August 18, 2000 45,590

Covert Family Limited Partnership

1,747,778

5-N Investments, LLC 1,747,778

Total

15,637,360

Exhibit B

Form of Joinder to LLC Agreement

This Joinder Agreement (“ Joinder Agreement ”) is made as of the date written below by the undersigned (the “ Substituted Member

”) in accordance with the Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC, dated as of June 24, 2014 (the “ LLC Agreement ”) by and among Adeptus Health Inc. and the Existing Members named therein, as the same may be amended, supplement and/or restated from time to time. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the LLC Agreement.

The Substituted Member hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Substituted

Member shall be deemed to be a party to the LLC Agreement as of the date hereof and shall have those rights of [ insert name of Member ] that are stated in the LLC Agreement. The Substituted Member hereby (i) ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the LLC Agreement as a Member and (ii) represents that the Transfer was made in accordance with all applicable laws and regulations.

This Joinder Agreement is for the benefit of the parties to the LLC Agreement. The Substituted Member hereby agrees, upon

executing this Joinder Agreement, to deliver a copy of the executed Joinder Agreement to the Managing Member in accordance with Section 7.3(c)(v) thereto.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date:

[Name of Substituted Member]

By:

Name:

Title:

Address for notices:

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of June 25, 2014, is by and among Adeptus Health Inc., a Delaware corporation (the “ Company ”), and each Stockholder party hereto as listed on the signature pages to this Agreement or becomes a party hereto pursuant to Section 12(c) (each, individually, a “ Stockholder ” and together, the “ Stockholders .”

WHEREAS, in connection with the initial public offering of Class A Common Stock (as defined below) of the Company (the

“ IPO ”), the parties hereto desire to enter into this Agreement to provide the Stockholders with certain registration rights with respect to the Common Stock (as defined below).

NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For the purposes of this definition, “ control ,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing.

“ Class A Common Stock ” means the shares of Class A common stock, par value $0.01 per share, of the Company. “ Class B Common Stock ” means the shares of Class B common stock, par value $0.01 per share, of the Company. “ Common Stock ” shall mean all shares hereafter authorized of any class of common stock of the Company which has the

right to participate in the election of directors of the Company. “ Company/Holder Indemnitees ” shall have the meaning set forth in Section 8(b) hereof. “ Demand Notice ” shall have the meaning set forth in Section 2(a) hereof. “ Demand Registration ” shall have the meaning set forth in Section 2(a) hereof. “ DTC ” shall have the meaning set forth in Section 7 hereof.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the

rules and regulations of the SEC promulgated thereunder. “ Exchange Registration Statement ” shall have the meaning set forth in Section 3(d) . “ FINRA ” shall mean the Financial Industry Regulatory Authority and any successor thereto. “ Holder Indemnitees ” shall have the meaning set forth in Section 8(a) hereof. “ indemnified party ” shall have the meaning set forth in Section 8(c) hereof. “ indemnifying party ” shall have the meaning set forth in Section 8(c) hereof. “ IPO ” shall have the meaning set forth in the recitals. “ Losses ” shall have the meaning set forth in Section 8(a) hereof. “ Maximum Offering Size ” shall have the meaning set forth in Section 2(b) hereof. “ Notice ” shall have the meaning set forth in Section 2(a) hereof. “ Operating Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of Adeptus Health

LLC, dated on or about the date of the closing of the IPO, among the Company and the parties designated as Members therein, as amended or supplemented.

“ Other Securities ” shall mean securities of the Company sought to be included in a Registration Statement other than

Registrable Securities and that are held by any holder thereof with a contractual right to include such securities in such Registration Statement. “ Person ” shall mean any natural person, corporation, limited partnership, general partnership, limited liability company,

joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“ Piggyback Notice ” shall have the meaning set forth in Section 4(a) hereof. “ Piggyback Registration ” shall have the meaning set forth in Section 4(a) hereof. “ Proceeding ” shall mean an action, claim, suit, arbitration or proceeding (including an investigation or partial proceeding,

such as a deposition), whether commenced or threatened. “ Prospectus ” shall mean any prospectus included in, or relating to, any Registration Statement (including any preliminary

prospectus, any prospectus that discloses 2

information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act)), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“ Registrable Securities ” shall mean (a) all shares of Class A Common Stock held directly or indirectly by a Stockholder,

including any shares of Class A Common Stock issuable or issued upon conversion, exercise or exchange of other securities of the Company or any of its subsidiaries (including, for the avoidance of doubt, any shares of Class A Common Stock issuable upon exchange of Units and the corresponding shares of Class B Common Stock), and (b) any shares of capital stock of the Company issued or issuable with respect to any such shares of Class A Common Stock as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) they are sold pursuant to an effective Registration Statement under the Securities Act, (ii) they are sold pursuant to Rule 144, (iii) they are (A) able to be sold without restriction or limitation of any kind, and without any public information or other requirement, pursuant to Rule 144, (B) not covered by, or subject to, any restrictive legend or any other restriction or limitation on transfer of any kind imposed by or on behalf of the Company or the transfer agent for the securities of the class of such Registrable Securities, and (C) not held by any Stockholder that, together with its Affiliates, holds more than five percent (5%) of the outstanding shares of Common Stock, (iv) they shall have ceased to be outstanding or (v) they have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities.

“ Registration Statement ” shall mean any registration statement of the Company under the Securities Act which permits the

public offering of any of the Registrable Securities in accordance with the intended methods of distribution thereof pursuant to the provisions of this Agreement, including any related Prospectus, amendments and supplements to such registration statement or Prospectus, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Rule 144 ” shall mean Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or

successor rule or regulation hereafter adopted by the SEC. “ Rule 144A ” shall have the meaning set forth in Section 9(b) hereof. “ SEC ” shall mean the Securities and Exchange Commission or any successor agency having jurisdiction under the

Securities Act. “ Securities Act ” shall mean the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and

regulations of the SEC promulgated thereunder. 3

“ Shelf Notice ” shall have the meaning set forth in Section 3(a) hereof. “ Shelf Registration Statement ” shall mean a Registration Statement for an offering to be made on a delayed or continuous

basis pursuant to Rule 415 under the Securities Act and registering the resale from time to time of Registrable Securities by the holders thereof. “ Shelf Underwritten Offering ” shall have the meaning set forth in Section 4(c) hereof. “ Take-Down Notice ” shall have the meaning set forth in Section 4(c) hereof. “ underwritten registration or underwritten offering ” shall mean a registration in which securities of the Company are offered

for sale (and, as applicable, sold) to the public in a firm commitment underwritten offering. “ Unit ” means the units of Adeptus Health LLC and shall also include any equity security issued in respect of or in exchange

for Units, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.

Section 2. Demand Registrations . (a) Requests for Registration . Subject to the following paragraphs of this Section 2(a) , each holder (or group of holders) of

Registrable Securities shall have the right from time to time by delivering a written notice to the Company (a “ Demand Notice ”) to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “ Demand Registration ”); provided , however , that (i) a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the participating holders of Registrable Securities is reasonably expected by such holders of Registrable Securities to result in aggregate gross cash proceeds in excess of $50 million (before deducting any underwriting discount or commission) and (ii) the Company shall not be obligated to effect more than one such Demand Registration in any 180-day period without the consent of a majority of the board of directors of the Company.

Following receipt of a Demand Notice, the Company shall file a Registration Statement with respect to the Registrable Securities

covered in such Demand Notice and otherwise requested to be included in such Registration Statement in accordance with this Section 2(a) , as promptly as practicable, but not later than 45 days after receipt of such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Any Demand Registration may be required by the holder(s) of Registrable Securities making such demand to be on an appropriate form under the Securities Act (including Form S-3ASR or any successor form that becomes effective upon filing with the SEC if the Company is then eligible to use such form) in accordance with such holder(s) intended methods of distribution, as shall be set forth in the Registration Statement, and Rule 415 under the Securities Act.

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Within 10 days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “ Notice ”) of

such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Notice is given by the Company to such holders.

All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and the

intended methods of disposition thereof. Each holder of Registrable Securities which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 2(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement.

The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand

Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold pursuant to such Registration Statement.

Notwithstanding the foregoing, no Stockholder shall be entitled to include its Registrable Securities in any Shelf Registration

Statement filed pursuant to this Section 2 , if and to the extent such Registrable Securities are then registered under an effective and available Shelf Registration Statement or Exchange Registration Statement filed pursuant to Section 3 (nor, for the avoidance of doubt, shall any Stockholder be entitled to deliver any Demand Notice for the filing of a Shelf Registration Statement pursuant to this Section 2 with respect to any Registrable Securities so registered).

(b) Priority on Demand Registration . If any of the Registrable Securities registered pursuant to a Demand Registration are to be

sold in an underwritten offering, and the managing underwriter or underwriters of such underwritten offering advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such underwritten offering the number of Registrable Securities, Other Securities, if any, and other securities, if any, that in the opinion of such managing underwriter can be sold without adversely affecting such offering (the “ Maximum Offering Size ”), and such number of Registrable Securities and Other Securities, if any, shall be allocated as follows:

(i) first, Registrable Securities that are requested to be included in such Registration Statement, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata on the basis of the relative number of such Registrable Securities requested for inclusion; (ii) second, Other Securities, if any, that are requested to be included in such Registration Statement, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata on the basis of the relative number of such

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Other Securities requested for inclusion; and (iii) third, the securities, if any, for which inclusion in such Demand Registration was requested by the Company.

No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

(c) Postponement of Demand Registration . The Company shall be entitled to postpone (but not more than once in any 12-

month period), for a reasonable period of time not in excess of 60 days, the filing of a Registration Statement if the Company delivers to the holders requesting registration a certificate signed by the chief executive officer or president of the Company certifying that, in the good faith judgment of the board of directors of the Company, based on the advice of counsel, such registration and offering would reasonably be expected to materially adversely affect, or materially interfere with, any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p) . If the Company shall so postpone the filing of a Registration Statement, each of the Stockholders shall have the right to withdraw its request for registration by giving written notice to the Company within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the holders.

(d) Cancellation of Demand Registration . Each Stockholder that delivered the Demand Notice pursuant to this Section 2 shall

have the right to withdraw from such registration by a written notice to the Company, in which event the Company shall abandon or withdraw such registration statement; provided , however , that if the Company and the other Stockholders participating in such registration have requested to be included in such registration Registrable Securities in the aggregate amount of at least $50 million, then the Company and such other Stockholders shall have the right to continue with such registration regardless of the withdrawal of the Stockholder(s) that initially delivered the Demand Notice.

Section 3. Mandatory Shelf and Exchange Registration . (a) Initial Mandatory Shelf Registration . The Company shall prepare and, as promptly as practicable after the first anniversary

of the effective date of the Company’s registration statement on Form S-1 relating to the IPO, and in any event within 30 days thereafter, file with the SEC a Shelf Registration Statement covering the resale of all of the Registrable Securities requested to be included in such Shelf Registration Statement pursuant to this Section 3(a) . The Company shall give prompt written notice of such proposed filing at least 20 days before the anticipated filing date (the “ Shelf Notice ”) to all of the holders of Registrable Securities (including the holders of Units exchangeable into shares of Class A Common Stock). The Shelf Notice shall offer such holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request. Subject to

6

Section 4(b) hereof, the Company shall include in such Shelf Registration Statement all Registrable Securities (other than Registrable Securities that (i) are registered under an effective and available Exchange Registration Statement pursuant to Section 3(d) below and (ii) upon delivery pursuant to the Exchange Registration Statement would not constitute Registrable Securities (assuming for this purpose that such delivery were to occur at the time of the initial filing of the Shelf Registration Statement pursuant to this Section 3(a) )) with respect to which the Company has received written requests for inclusion therein within 15 days after notice has been given to the applicable holder.

(b) Maintenance of Mandatory Shelf Registration . In the event the number of shares available under any Shelf Registration

Statement previously filed pursuant to this Section 3 is at any time insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement, the Company shall, as soon as practicable, but in any event not later than the later of (i) thirty (30) days after the Company becomes aware of the necessity therefor and (ii) the earliest date that the Company is permitted by the SEC to file the new Registration Statement as required hereby, file a new Shelf Registration Statement or a post-effective amendment to the initial Shelf Registration Statement so as to register for resale all of the Registrable Securities not so covered.

(c) Form and Effectiveness of Shelf Registration Statement . The Company shall use its reasonable best efforts to cause any

Shelf Registration Statement filed pursuant to this Section 3 to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Subject to Section 4(d) , the Company shall be required to maintain the effectiveness pursuant to Rule 415 of any Shelf Registration Statement filed pursuant to this Section 3 until the earlier of the date on which all securities that constituted Registrable Securities when initially included in such Shelf Registration Statement have actually been sold pursuant to such Shelf Registration Statement or otherwise no longer constitute Registrable Securities; provided , however , that the Company shall not be required to maintain the effectiveness of any Registration Statement filed pursuant to this Section 3 after the sixth anniversary of the effective date of the Company’s registration statement on Form S-1 relating to the IPO. Any Shelf Registration Statement filed pursuant to this Section 3 shall include a “plan of distribution” section approved by the Stockholders and shall be on Form S-3 or any successor form (and shall be on Form S-3ASR or any successor form that becomes effective upon filing with the SEC if the Company is then eligible to use such form); provided , however , that in the event that Form S-3 is not available to the Company for any registration of the resale of the Registrable Securities under this Section 3, the Company shall (i) register the resale of such Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Stockholders and (ii) undertake to register such Registrable Securities on Form S-3 (by post-effective amendment to the existing Shelf Registration Statement or otherwise) as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering such Registrable Securities has been declared effective by the SEC. The Company shall use its reasonable best efforts to become and remain eligible to use Form S-3 for registration of the Registrable Securities pursuant to Rule 415 at all times on and after the first anniversary of the effective date of the Company’s registration statement on Form S-1 relating to the IPO until the earlier of (i) the date upon which there ceases to be outstanding any Registrable Securities or (ii) the fourth anniversary of the IPO.

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(d) Exchange Registration . As soon as possible after the first year anniversary of the closing date of the IPO and in any event

prior to the 15-month anniversary of the closing date of the IPO, to the extent then permissible in the opinion of counsel to the Company based upon SEC rules and staff interpretations thereof, the Company shall file with the SEC one or more registration statements (the “ Exchange Registration Statement ”) covering the delivery of all Class A Common Stock by the Company, in exchange for Units and shares of Common Stock pursuant to Section 3.6 of the Operating Agreement. The Company shall use its commercially reasonable efforts, prior to the 15-month anniversary of the closing date of the IPO and in any event as soon as possible after the first anniversary of the closing date of the IPO, to cause such Exchange Registration Statement, if filed, to be declared effective under the Securities Act by the SEC. The Company shall use its commercially reasonable efforts to keep the Exchange Registration Statement, if filed and declared effective, to be continuously effective, subject to Section 4(d) , until all of the Units of the Stockholders included in any such registration statement shall have actually been exchanged thereunder.

Section 4. Piggyback Registration . (a) Right to Piggyback . Except with respect to a Demand Registration, the procedures for which are addressed in Section 2 , if

the Company at any time following the completion of the IPO proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock, whether on behalf of itself or holders of Other Securities or otherwise (other than a Shelf Registration Statement or Exchange Registration Statement pursuant to Section 3 or a registration statement on Form S-4, Form S-8 or any successor forms thereto relating to shares of Common Stock to be issued by the Company solely in connection with (i) any acquisition of another entity or business or (ii) a stock option or any other employee benefit or dividend reinvestment plan), then, each such time, the Company shall give prompt written notice of such proposed filing at least 20 days before the anticipated filing date (the “ Piggyback Notice ”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “ Piggyback Registration ”). Subject to Section 4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after notice has been given to the applicable holder. Each holder of Registrable Securities which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 4(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement. The eligible holders of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two business days prior to the effective date of such Piggyback Registration. The Company shall not be required to maintain the effectiveness of a Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement.

If at any time after giving such Piggyback Notice and prior to the effective date of the registration statement filed in connection with

such registration the Company shall determine for 8

any reason not to register the securities originally intended to be included in such registration, the Company may, at its election, give written notice of such determination to the Stockholders and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of securities originally intended to be included in such registration, without prejudice, however, to the right of a Stockholder immediately to request that such registration be effected as a registration under Section 2 or Section 4(c) to the extent permitted thereunder.

(b) Priority on Piggyback Registrations . The Company shall use reasonable efforts to cause the managing underwriter or

underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows:

(i) If the underwritten offering is a primary offering on behalf of the Company:

(A) first, the number of shares of Common Stock proposed to be registered for sale by the Company; (B) second, Registrable Securities that are requested to be included in such registration, pro rata among the

holders of such Registrable Securities on the basis of the relative number of such Registrable Securities requested for inclusion thereby; and

(C) third, Other Securities, if any, that are requested to be included in such registration.

(ii) if the underwritten offering is on behalf of holders of Other Securities:

(A) first, such Other Securities and Registrable Securities that are requested to be included in such registration, pro rata among the holders of such Other Securities and Registrable Securities on the basis of the relative number of such Registrable Securities requested for inclusion thereby; and

(B) second, any securities requested to be included for sale by the Company.

No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

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(c) Shelf Take-Downs . At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 ,

Section 3 or this Section 4 is effective, if any holder or group of holders of Registrable Securities delivers a notice to the Company (a “ Take-Down Notice ”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement (a “ Shelf Underwritten Offering ”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 million, then, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4(c) ). In connection with any Shelf Underwritten Offering:

(i) the Company shall promptly deliver the Take-Down Notice to all other Stockholders included on such Shelf Registration Statement and any other Shelf Registration Statement covering Registrable Securities then in effect and permit each such Stockholder to include its Registrable Securities included on any Shelf Registration Statement in the Shelf Underwritten Offering if such Stockholder notifies the Company within five business days after delivery of the Take-Down Notice to such holder; and (ii) in the event that the managing underwriter(s) determines that marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of shares which would otherwise be included in the Shelf Underwritten Offering, the managing underwriter(s) may limit the number of shares which would otherwise be included in such take-down offering in the same manner as is described in Section 2(b) with respect to a limitation of shares to be included in an underwritten offering.

(d) Postponement of Registrations . The Company shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 60 days, the filing of any Registration Statement or any offering pursuant to Section 3 or this Section 4 if the Company delivers to the holders participating in any such registration or offering a certificate signed by the chief executive officer or president of the Company certifying that, in the good faith judgment of the board of directors of the Company, based on the advice of counsel, such registration or offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p) . If the Company shall so postpone any registration or offering, each of the holders of Registrable Securities participating in such registration or offering shall have the right to withdraw its request for registration by giving written notice to the Company within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the

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holders.

Section 5. Restrictions on Public Sale by Holders of Registrable Securities; Restrictions on the Company . Each holder of

Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2 , Section 3 or Section 4 (whether or not such holder elected to include Registrable Securities in such Registration Statement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Company’s common equity (or securities convertible into or exchangeable or exercisable for common equity) (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period beginning seven days prior to the launch of the underwritten offering and ending no later than the earlier of (i) 90 days following the closing date of such offering and (ii) such day (if any) as the holder(s) of Registrable Securities and the managing underwriter or underwriters for such offering shall agree to designate for this purpose (which shall apply equally to all Stockholders). The foregoing provisions of this Section 5 shall be applicable to any Stockholder that requested to include Registrable Securities in such underwritten offering only if the number of Registrable Securities of such Stockholder actually included in such underwritten offering is at least the lesser of (I) the number of Registrable Securities requested to be included in such underwritten offering by such Stockholder, and (II) the product of the number of Registrable Securities that would be expected to result in aggregate gross cash proceeds in excess of $50 million (before deducting any underwriting discount or commission) in such underwritten offering, multiplied by a fraction, the numerator of which is the number of Registrable Securities requested to be included in such underwritten offering by such Stockholder and the denominator of which is the aggregate number of Registrable Securities requested to be included in such underwritten offering by all Stockholders. No holder of Registrable Securities that did not request Registrable Securities to be included in such underwritten offering shall be subject to the provisions of this Section 5 if any other holder of Registrable Securities shall not be subject to the provisions of this Section 5 pursuant to the immediately preceding sentence.

Notwithstanding the foregoing, any discretionary waiver or termination of this lock-up provision by the Company or the underwriters

with respect to any of the Stockholders shall apply to the other Stockholders as well, pro rata based upon the number of shares subject to such obligations.

The Company agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to

Section 2 , Section 3 or Section 4 not to effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than pursuant to a registration statement on Form S-4, Form S-8 or any successor forms thereto relating to shares of Common Stock to be issued solely by the Company in connection with (i) any acquisition of another entity or business or (ii) a stock option or any other employee benefit or dividend reinvestment plan) for its own account, during the period beginning seven days prior to the launch of the underwritten offering and ending no later than the earlier of (i) 90 days following the closing date of such offering and (ii) such day (if any) as the Company and the managing underwriter or underwriters for such

11

offering shall agree to designate for this purpose (which shall also apply equally to all Stockholders).

Notwithstanding the foregoing, any discretionary waiver or termination of this lock-up provision by the Company or the underwriters

with respect to any of the Stockholders shall apply to the other Stockholders as well. Section 6. Registration Procedures . If and whenever the Company is required to use its reasonable best efforts to effect the

registration of any Registrable Securities under the Securities Act as provided in Section 2 , Section 3 and Section 4 hereof, the Company shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall, as expeditiously as possible:

(a) Prepare and file with the SEC a Registration Statement or Registration Statements on such form which shall be available for

the sale of the Registrable Securities by the holders thereof or the Company in accordance with the intended method or methods of distribution thereof, and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such registration); provided , however , that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish or otherwise make available to the Stockholders who are including Registrable Securities in such Registration Statement, their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors. The Company shall not include any information relating to a Stockholder in any such Registration Statement or Prospectus or any amendments or supplements thereto (including such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein) to which the Stockholder (if such Registration Statement includes Registrable Securities of such Stockholder) shall object, in writing, on a timely basis, unless, in the opinion of the Company, the inclusion of such information is necessary to comply with applicable law. No later than the second business day following the effective date of any Registration Statement, the Company shall file with the SEC, in accordance with Rule 424(b)(4) under the Securities Act, the final prospectus to be used in connection with sales pursuant to such Registration Statement. The Company shall use its reasonable best efforts to confirm that (i) no Registration Statement or Prospectus (nor any amendment or supplement to any Registration Statement or Prospectus) shall, upon filing with the SEC, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make any statements therein (in the case any Prospectus or any amendment or supplement thereto, in light of the circumstances under which they were made) not misleading and (ii) no issuer free writing prospectus relating to any Registration

12

Statement shall include any information that conflicts with the information in such Registration Statement.

(b) Prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act.

(c) Notify each selling holder of Registrable Securities and the managing underwriters, if any, promptly, and (if requested by

any such Person) confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (v) of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) Use its reasonable best efforts to avoid the issuance of any order suspending the effectiveness of a Registration Statement or

the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, or, if issued, to obtain the withdrawal or lifting of any such order or suspension as promptly as practicable.

(e) If requested by the managing underwriters, if any, or any of the holders of any Registrable Securities included in a

Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, or such holder may reasonably request in order to permit the intended method of distribution of such securities (including information to reflect any transfer by such holder of any Registrable Securities, or of any securities convertible into (or exercisable or exchangeable for) any Registrable Securities, to any other Person that is (or in connection with such transfer, pursuant

13

to Section 12(c) , becomes) a Stockholder and to permit the sale by such transferee of such Registrable Securities pursuant to such Registration Statement) and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received such request; provided , however , that the Company shall not be required to take any actions under this Section 6(e) that are not, in the opinion of counsel for the Company, in compliance with applicable law.

(f) Furnish or make available to each selling holder of Registrable Securities, and each managing underwriter, if any, without charge, at least one conformed copy of the Registration Statement, the Prospectus and Prospectus supplements, if applicable, and each post-effective amendment thereto, including financial statements (but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits, unless requested in writing by such holder, counsel or underwriter).

(g) Deliver to each selling holder of Registrable Securities, and the underwriters, if any, without charge, as many copies of the

Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and the Company, subject to the last paragraph of this Section 6 , hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto.

(h) Prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify or cooperate with

the selling holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of such jurisdictions within the United States as any seller or underwriter reasonably requests in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and to take any other action that may be necessary or advisable to enable such holders of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction; provided , however , that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject.

(i) Cooperate with the selling holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely

preparation and delivery of certificates (not bearing any legends) or issuance of Registrable Securities in book-entry form (not being subject to any legends) representing Registrable Securities to be sold after receiving written representations from each holder of such Registrable Securities that the Registrable Securities represented by the certificates so delivered by such holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters, if any, or holders may request at least two business days prior to any sale of Registrable Securities in a firm commitment public offering, but in any other such sale, within 10 business days prior to having to issue the securities.

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(j) Use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with

or approved by such other governmental agencies or authorities within the United States, except as may be required solely as a consequence of the nature of any selling holder’s business, in which case the Company will cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals, as may be necessary to enable such selling holder or the underwriters, if any, to consummate the disposition of such Registrable Securities.

(k) Upon the occurrence of any event contemplated by Section 6(c)(ii) , Section 6(c)(iii) , Section 6(c)(iv) or Section 6(c)(v)

above, prepare as promptly as practicable a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(l) Prior to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for

the Registrable Securities. (m) Provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration

Statement from and after a date not later than the effective date of such Registration Statement. (n) Cause all shares of Registrable Securities covered by such Registration Statement to be authorized to be listed on any

national securities exchange if any other shares of the particular class of Registrable Securities are at that time, or will be immediately following the offering, listed on such exchange.

(o) Enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in

underwritten offerings) and take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, (i) make such representations and warranties to the holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Company and its subsidiaries, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the same if and when requested, (ii) use its reasonable best efforts to furnish to the holders of such Registrable Securities and the underwriters, if any, opinions and “negative assurance letters” of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and counsels to the selling holders of the Registrable Securities), addressed to each selling holder of Registrable Securities and each of the underwriters, if any, covering the matters

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customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such counsel and underwriters, (iii) use its reasonable best efforts to obtain “comfort” letters and updates thereof from the independent registered public accounting firm of the Company (and, if necessary, any other independent registered public accounting firms of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement) who have certified the financial statements included in such Registration Statement, addressed to each selling holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and each of the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures substantially to the effect set forth in Section 8 hereof with respect to all parties to be indemnified pursuant to said Section except as otherwise agreed by the Stockholders and (v) deliver such documents and certificates as may be reasonably requested by the holders of a majority of the Registrable Securities being sold, their counsel and the managing underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant to Section 6(o)(i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder.

(p) Make available for inspection by a representative of the selling holders of Registrable Securities, any underwriter

participating in any such disposition of Registrable Securities, if any, and any attorneys or accountants retained by such selling holders or underwriter, at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information in each case reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; provided , however , that any information that is determined in good faith by the Company in writing to be not generally publicly available at the time of delivery of such information shall be kept confidential by such Persons unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information, in the opinion of counsel to such Person, is required by law or required to correct a material misstatement in, or omission from, any Registration Statement or Prospectus that is not corrected by the Company as required hereby, (iii) disclosure of such information, in the opinion of counsel to such Person, is necessary or advisable to defend such Person in any litigation relating to any such disposition or proposed disposition of Registrable Securities, (iv) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by such Person or (v) such information becomes available to such Person from a source other than the Company and such source is not known by such Person to be bound by a confidentiality agreement with the Company. In the case of a proposed disclosure pursuant to (i) , (ii) or (iii) above, such Person shall use its reasonable best efforts to give the Company written notice of the proposed disclosure prior to such disclosure and, if requested by the Company, assist the Company in seeking to prevent or limit the proposed disclosure. Without limiting the foregoing, no such information shall be used by such Person as

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the basis for any market transactions in securities of the Company or its subsidiaries in violation of law.

(q) Cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement (including participation in “road shows”), taking into account the Company’s business needs.

(r) Cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such

Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; and (s) Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available

to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, as soon as reasonably practicable, but not more than 45 days after the end of any 12-month period (or 90 days, if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in an underwritten public offering or (ii) if not sold to underwriters in such an offering, commencing on the first day of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statements shall cover said 12-month periods.

The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the

Company in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any seller who unreasonably fails to furnish such information within a reasonable time after receiving such request.

Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by such Registration Statement

that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(c)(ii) , Section 6(c)(iii) , Section 6(c)(iv) or Section 6(c)(v) hereof, such holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided , however that the Company shall extend the time periods under Section 2 , Section 3 and Section 4 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the holder is required to discontinue disposition of such securities.

Section 7. Registration Expenses . All fees and expenses incident to the performance of or compliance with this Agreement by

the Company (including (i) all registration and filing fees (including fees and expenses (A) with respect to filings required to be made with FINRA and (B) of compliance with securities or Blue Sky laws, including any fees and disbursements of

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counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities pursuant to Section 6(h) , (ii) printing expenses (including, if applicable, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company (“ DTC ”) and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriters, if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company (including the expenses of any opinions required by this Agreement), (v) expenses of the Company incurred in connection with any road show, (vi) fees and disbursements of all independent registered public accounting firms referred to in Section 6(o)(iii) hereof (including the expenses of any “cold comfort” letters required by this Agreement) and any other persons, including special experts retained by the Company and (vii) reasonable fees of not more than one counsel for all of the holders participating in the offering; provided , however , that the Company shall be entitled to reimbursement for any registration and filing fees incurred by the Company in connection with the registration of Registrable Securities withdrawn by a Stockholder pursuant to Section 2(d) (unless such registration fees can be used in connection with the registration of other securities by the Company, including in connection with a future registration). In addition, the Company shall bear all of its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange on which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company.

The Company shall not be required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable

Securities or by any underwriter (except as set forth in clauses Section 7(i)(B) and Section 7(vii) ), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Company), or (iii) any other expenses of the holders of Registrable Securities not specifically required to be paid by the Company pursuant to the first paragraph of this Section 7 .

Section 8. Indemnification . (a) Indemnification by the Company . The Company shall, and shall cause each of its subsidiaries to, without limitation as to

time, indemnify and hold harmless, to the fullest extent permitted by law and on a joint and several basis, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, affiliates, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, the officers, directors, partners, members, managers, shareholders, affiliates, accountants, attorneys, agents and employees of such underwriter and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “ Holder Indemnitees ”),

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from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “ Losses ”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, Prospectus, any amendment (including any post-effective amendment) or supplement to any Registration Statement or Prospectus, any filing made in connection with the qualification of the offering under the securities or other Blue Sky laws of any jurisdiction in which Registrable Securities are offered, or any other offering document (including any related notification, or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Company of the Securities Act or of the Exchange Act, or any violation by the Company of this Agreement, and will reimburse each Holder Indemnitee for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by any holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus or other offering document in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter expressly for inclusion in such Registration Statement, Prospectus or other offering document. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed). Such indemnity agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Indemnitee and shall survive the transfer of Registrable Securities by any such Holder Indemnitee.

(b) Indemnification by Holder of Registrable Securities . In connection with any Registration Statement in which a holder of

Registrable Securities includes Registrable Securities, such holder of Registrable Securities agrees to indemnify, to the fullest extent permitted by law, severally and not jointly, the Company, each other holder of Registrable Securities which includes Registrable Securities in such Registration Statement, their respective directors and officers and each Person who controls the Company and such holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “ Company/Holder Indemnitees ”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, or other offering document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each Company/Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, or other offering document in reliance upon and in conformity with written information furnished to the Company by such holder expressly for

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inclusion in such Registration Statement, Prospectus, or other offering document; provided , however , that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided , further , that the liability of each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities giving rise to such indemnification obligation. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in a preliminary Prospectus but eliminated or remedied in an amended or supplemented preliminary Prospectus on file with the SEC at the time the Registration Statement becomes effective, or in any amendment or supplement thereto at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation, and such new preliminary Prospectus or amendment or supplement thereto is delivered to the underwriter, the indemnity agreement in this Section 8(b) shall not inure to the benefit of any Person if a copy of such amended or supplemented preliminary Prospectus was not furnished to the Person asserting the Loss at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation.

(c) Conduct of Indemnification Proceedings . If any Person shall be entitled to indemnity hereunder (an “ indemnified party ”),

such indemnified party shall give prompt notice to the party from which such indemnity is sought (the “ indemnifying party ”) of any claim or of the commencement of any Proceeding with respect to which such indemnified party seeks indemnification or contribution pursuant hereto; provided , however , that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except (and only) to the extent that the indemnifying party has been prejudiced in defending the claim by such delay or failure. The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or Proceeding, to, unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the indemnifying party’s expense, the defense of any such claim or Proceeding, with counsel reasonably satisfactory to such indemnified party; provided , however , that an indemnified party shall have the right to employ separate counsel in any such claim or Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (i) the indemnifying party agrees to pay such fees and expenses; or (ii) the indemnifying party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or Proceeding or fails to employ counsel reasonably satisfactory to such indemnified party, in which case the indemnified party shall have the right to employ counsel and to assume the defense of such claim or proceeding; provided , further , however , that the indemnifying party shall not, in connection with any one such claim or Proceeding or separate but substantially similar or related claims or Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (in addition to appropriate local counsel) at any time for all of the indemnified parties, or for fees and expenses that are not reasonable. If, and so long as, the defense is assumed by the indemnifying party, such indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). The indemnifying party shall not consent to entry of any judgment or

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enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunder or that includes any admission of fault or culpability of such indemnified party.

(d) Contribution . If the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any

Losses (other than in accordance with its terms), then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such indemnifying party, on the one hand, and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined

by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d) , an indemnifying party that is a holder of Registrable Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds to the indemnifying party from the sale of the Registrable Securities sold in a transaction that resulted in Losses in respect of which contribution is sought in such proceeding pursuant to this Section 8(d) , exceed the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission (including as a result of any indemnification obligation hereunder). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e) The indemnity and contribution agreements contained in this Section 8 are in addition to any other liability that the

indemnifying parties may otherwise have to the indemnified parties; provided that in no event shall any holder of Registrable Securities be liable to any indemnified parties with respect to any untrue statement or alleged untrue statement or omission or alleged omission in any Registration Statement, Prospectus or other offering document for any amount in excess of the amount by which the net proceeds to the indemnifying party from the sale of the Registrable Securities sold in the transaction that resulted in any liability, exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission (including as a result of any indemnification or contribution obligation hereunder). Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the

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underwriting agreement shall control.

Section 9. Rule 144; Rule 144A; Restriction Removal . (a) At all times after the effective date of the first registration statement filed by the Company under the Securities Act or the

Exchange Act, the Company shall (i) file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner, (ii) take such further action as any holder of Registrable Securities may reasonably request, and (iii) furnish to each holder of Registrable Securities forthwith upon written request, (x) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Company, and (z) such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of Rule 144, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any holder of Registrable Securities, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

(b) At any time that the Company is not subject to the reporting requirements of the Exchange Act, each holder of Registrable

Securities and each prospective holder of Registrable Securities that may consider acquiring Registrable Securities in reliance upon Rule 144A under the Securities Act (or any successor or similar rule then in force) (“ Rule 144A ”) shall have the right to request from the Company, and the Company will provide upon such request, such information regarding the Company and its business, assets and properties, if any, as is at the time required to be made available by the Company under the Rule 144A so as to enable such holder to transfer Registrable Securities to such prospective holder in reliance upon Rule 144A.

(c) The Company shall, promptly upon the request of any holder of Registrable Securities (and, to the extent necessary, the

delivery of such Registrable Securities to the transfer agent therefor), cause any legend or stop-transfer instructions with respect to restrictions on transfer under the Securities Act of such Registrable Securities to be removed or otherwise eliminated if (i) such Registrable Securities are registered pursuant to an effective Registration Statement, (ii) in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Securities may be made without registration under the Securities Act, (iii) such holder provides the Company reasonable assurances that the Securities have been or are being sold pursuant to, or can then be sold by such holder without restriction or limitation under, Rule 144, or (iv) such holder certifies in writing that such holder is not an Affiliate of the Company and either (A) a holding period (determined as provided in Rule 144(d)) of at least six months has elapsed since the acquisition of such Registrable Securities from the Company or an Affiliate of the Company and such holder will only sell the Registrable Securities in accordance with Rule 144 (including, as applicable the, public information requirement thereof) or pursuant to an effective Registration Statement, or (B) a holding period (determined as provided in Rule 144(d)) of at least one year has elapsed since the acquisition of such Registrable Securities from the Company or an Affiliate of the Company. The Company shall be responsible for the fees and expenses of its transfer agent and DTC associated with the issuance of the Registrable Securities to the Stockholder and any legend or stop-transfer instruction removal or elimination in

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accordance herewith.

Section 10. Underwritten Registrations . If any offering pursuant to a Registration Statement filed pursuant to Section 2 or Section 3 is an underwritten offering, the Stockholders whose Registrable Securities are included in such underwritten offering shall have the right to jointly select the managing and other underwriters to administer the offering, subject to approval by the Company, not to be unreasonably withheld, conditioned or delayed. The Company shall have the right to select the managing and other underwriters to administer any underwritten offering in connection with any Piggyback Registration.

No Person may participate in any underwritten offering hereunder unless such Person (i) agrees to sell the Registrable

Securities it desires to have covered by the registration on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such customary underwriting arrangements; provided that such Person shall not be required to make any representations or warranties other than those related to title and ownership of shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other offering document in reliance upon and in conformity with written information furnished to the Company or the managing underwriter by such Person expressly for inclusion therein or to undertake any indemnification or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 8 ; provided , further , that such Person’s aggregate liability in respect of such representations and warranties, indemnification and contribution shall not exceed such Person’s net proceeds from the offering.

Section 11. Third Party Registration Rights . The Company shall not grant any Person any registration rights with respect to

shares of Common Stock or any other securities of the Company other than registration rights that will not adversely affect the rights of the Stockholders hereunder (including by limiting in any way the number of Registrable Securities that could be included in any Registration Statement pursuant to Rule 415), and shall not otherwise enter into any agreement that is inconsistent with the rights and priorities granted to the Stockholders hereunder. Subject to the foregoing, nothing in this Agreement shall be deemed to prevent the Company from providing registration rights to any other Person on such terms as the board of directors of the Company deems desirable in its sole discretion. The Company shall at no time register any shares of Common Stock or other securities held by any Person that do not constitute Registrable Securities or Other Securities.

Section 12. Miscellaneous . (a) Amendments, Waivers, Approvals and Consents . The provisions of this Agreement, including the provisions of this

sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of the Company and the holders of at least two-thirds of the Registrable Securities; provided , however , that any modification or amendment of this Agreement that would subject any Stockholder to differential treatment relative to the other Stockholders or that would in any manner impair or diminish, or otherwise have any adverse effect on, any of the rights or priorities of any Stockholder shall require the agreement of the

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differentially treated or affected Stockholder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other holders of Registrable Securities may be given by holders of at least a majority of the Registrable Securities being sold by such holders pursuant to such Registration Statement may not be given without the written consent of the Company and the holders of at least a majority of the Registrable Securities; provided , however , that any modification or amendment of this Agreement that would subject any Stockholder to adverse differential treatment relative to the other Stockholders shall require the agreement of the differentially treated Stockholder. Any matter that hereunder expressly requires the approval, consent, agreement or request of, or selection by, the holders of Registrable Securities (or the holders of Registrable Securities included (or to be included) in a particular Registration Statement, Prospectus or underwritten offering) generally, as opposed to a matter that requires the approval, consent, agreement or request of, or selection by, a holder of Registrable Securities individually, shall require the approval, consent, agreement or request of, or selection by, as applicable, at least a majority of such Registrable Securities; provided that no such approval, consent, agreement, request or selection shall subject any Stockholder to differential treatment relative to the other Stockholders. For purposes of this Section 12(a) , whether the written consent of holders of at least a majority of the Registrable Securities has been obtained shall be calculated assuming the full exchange of Units and the corresponding shares of Class B Common Stock for Class A Common Stock.

(b) Notices . All notices required to be given hereunder shall be in writing and (a) shall be personally delivered, (b) transmitted

by facsimile or telecommunications mechanism; provided that any notice so given is also mailed as provided in clause (c), or (c) mailed by certified mail, return receipt requested, or overnight delivery service with proof of receipt maintained, at the following address (or any other address that any such party may designate by written notice to the other parties):

If to the Company, addressed to:

Adeptus Health Inc. 2941 Lake Vista, Suite 200 Lewisville, Texas 75067 Telephone: (972) 899-6666 Attention: Chief Financial Officer

With a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Telephone: 212-455-2948 Facsimile: 212-455-2502 Attention: Joseph H. Kaufman

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If to the other Stockholders, to the address or facsimile number set forth on the signatures pages hereto. Any such notice shall be deemed effective (i) if given by telecommunication, when transmitted to the applicable number or e-

mail so specified in (or pursuant to) this Section 12(b) and an appropriate answerback is received or, if transmitted after 4:00 p.m. local time on a business day in the jurisdiction to which such notice is sent or at any time on a day that is not a business day in the jurisdiction to which such notice is sent, then on the immediately following business day, (ii) if given by mail, on the first business day in the jurisdiction to which such notice is sent following the date three days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, on the business day when actually received at such address or, if not received on a business day, on the business day immediately following such actual receipt.

(c) Successors and Assigns ; Stockholder Status . This Agreement shall inure to the benefit of and be binding upon the

successors and permitted assigns of each of the parties, including subsequent holders of Registrable Securities acquired, directly or indirectly, from the Stockholders. The rights of each Stockholder hereunder, including the right to have the Company register Registrable Securities in accordance with the terms hereof, shall be automatically assignable by each Stockholder to any Person who is the transferee of such Registrable Securities, or the securities convertible into (or exercisable or exchangeable for) such Registrable Securities, to which such rights relate; provided , however , that such successor or assign shall not be entitled to such rights unless the successor or assign shall have executed and delivered to the Company an Addendum Agreement substantially in the form of Exhibit A hereto promptly following the acquisition of such Registrable Securities, in which event such successor or assign shall be deemed a Stockholder for purposes of this Agreement. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained.

(d) Counterparts . This Agreement may be executed in two or more counterparts (which may be delivered by facsimile or other

form of electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) Headings . The section and paragraph headings contained in this Agreement are for reference purposes only and shall not

affect in any way the meaning or interpretation of this Agreement. (f) Governing Law . The provisions of this Agreement shall be governed by and construed in accordance with the internal laws

of the State of New York. (g) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or

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substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(h) Entire Agreement . This Agreement is intended by the parties as a final expression of their agreement, and is intended to be

a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(i) Securities Held by the Company or its Subsidiaries . Whenever the consent or approval of holders of a specified percentage

of Registrable Securities is required hereunder, Registrable Securities held by the Company or its subsidiaries shall not be counted in determining whether such consent or approval was given by the holders of such required percentage.

(j) Term of Registration Rights . The registration rights granted pursuant to this Agreement shall terminate with respect to a

Stockholder on the date on which such Stockholder ceases to own Registrable Securities or securities which are convertible into or exchangeable for Registrable Securities, and upon such termination, the obligations of such Stockholder hereunder shall terminate; provided , however , that, as to such Stockholder, the indemnities, agreements, representations and warranties of the Company with respect to any registration effected hereunder prior to such termination will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of such Stockholder, or any representatives, officers, directors, partners managers, members or controlling persons thereof; and provided , further , that for the avoidance of doubt, any underwriter lock-up that a Stockholder has executed prior to a Stockholder’s termination in accordance with this clause shall remain in effect in accordance with its terms. With respect to any Stockholder that holds only Class B Common Stock, (A) such Stockholder shall have registration rights only under Section 3 of this Agreement (and not under Section 2 or Section 4) if, and so long as, (i) such Stockholder is not an Affiliate of the Company, (ii) such Stockholder, together with its Affiliates, holds less than one percent (1%) of the outstanding shares of Common Stock, and (iii) a Shelf Registration Statement or an Exchange Registration Statement is effective and available relating to the resale or delivery, as the case may be, of Class A Common Stock issuable upon the exchange of all of the Units and shares of Class B Common Stock held by such Stockholder, and (B) no such Stockholder that meets the requirements of clauses (i) and (ii) of this sentence shall be subject to Section 5 of this Agreement on or after the first year anniversary of the closing date of the IPO; provided, that, for the avoidance of doubt, any underwriter lock-up that such Stockholder has executed prior to such first year anniversary shall remain in effect in accordance with its terms.

(k) Specific Performance . The parties hereto recognize and agree that money damages may be insufficient to compensate the

holders of any Registrable Securities for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof (without the necessity of posting a bond or other

26

security or proving actual damages) will be available in the event of any such breach.

(l) Consent to Jurisdiction . The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the

State of New York and the federal courts of the United States of America located in New York, and appropriate appellate courts therefrom, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or proceeding may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved.

Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or

proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by Section 12(b) . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY

ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(m) Rules of Construction . Unless the context otherwise requires, (a) all references to Sections, Exhibits or Annexes are to Sections, Exhibits or Annexes contained in or attached to this Agreement, (b) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter and (c) the use of the word “including” in this Agreement shall be by way of example rather than limitation.

27

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

[Adeptus — Signature Page to the Registration Rights Agreement]

ADEPTUS HEALTH INC.

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

Title: Chief Financial Officer

STERLING PARTNERS: SCP III AIV THREE-FCER, L.P. By: SC Partners III, L.P., its general partner

[Adeptus — Signature Page to the Registration Rights Agreement]

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

SCP III AIV THREE-FCER Conduit, L.P.

By: SC Partners III, L.P., its general partner

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

[Adeptus — Signature Page to the Registration Rights Agreement]

THOMAS S. HALL By: /s/ Thomas S. Hall

Name: Thomas S. Hall

[Adeptus — Signature Page to the Registration Rights Agreement]

GRAHAM B. CHERRINGTON By: /s/ Graham B. Cherrington

Name: Graham B. Cherrington

[Adeptus — Signature Page to the Registration Rights Agreement]

TIMOTHY L. FIELDING By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

[Adeptus — Signature Page to the Registration Rights Agreement]

ANDREW M. JORDAN By: /s/ Andrew M. Jordan

Name: Andrew M. Jordan

[Adeptus — Signature Page to the Registration Rights Agreement]

TRACI A. BOWEN By: /s/ Traci A. Bowen

Name: Traci A. Bowen

[Adeptus — Signature Page to the Registration Rights Agreement]

JAMES M MUZZARELLI By: /s/ James M. Muzzarelli

Name: James M. Muzzarelli

[Adeptus — Signature Page to the Registration Rights Agreement]

GREGORY W. SCOTT

By: /s/ Gregory W. Scott

Name: Gregory W. Scott

[Adeptus — Signature Page to the Registration Rights Agreement]

RONALD L. TAYLOR By: /s/ Ronald L. Taylor

Name: Ronald L. Taylor

[Adeptus — Signature Page to the Registration Rights Agreement]

JEFFREY S. VENDER

By: /s/ Jeffrey S. Vender

Name: Jeffrey S. Vender

[Adeptus — Signature Page to the Registration Rights Agreement]

LAWRENCE BUCKELEW By: /s/ Lawrence Buckelew

Name: Lawrence Buckelew

[Adeptus — Signature Page to the Registration Rights Agreement]

MICHAEL R. COREY

By: /s/ Michael R. Corey

Name: Michael R. Corey

[Adeptus — Signature Page to the Registration Rights Agreement]

TIMOTHY M. MUELLER

By: /s/ Timothy M. Mueller

Name: Timothy M. Mueller

[Adeptus — Signature Page to the Registration Rights Agreement]

DAVID PYLE

By: /s/ David Pyle

Name: David Pyle

[Adeptus — Signature Page to the Registration Rights Agreement]

HEATHER L. WEIMER

By: /s/ Heather L. Weimer

Name: Heather L. Weimer

[Adeptus — Signature Page to the Registration Rights Agreement]

LAWRENCE J. WORLEY

By: /s/ Lawrence J. Worley

Name: Lawrence J. Worley

[Adeptus — Signature Page to the Registration Rights Agreement]

STEPHEN D. FARBER TRUST UTD AUGUST 18, 2000 By: /s/ Stephen D. Farber

Name: Stephen D. Farber

Time: Trustee

[Adeptus — Signature Page to the Registration Rights Agreement]

COVERT FAMILY LIMITED PARTNERSHIP,

A Texas limited partnership

By: Covert Operations, LLC

A Texas Limited liability company

Its General Partner

By: /s/ Larry Richard Covert

Name: Larry Richard Covert, Manager

5-N INVESTMENTS, LLC

By: /s/ John Novak

Name: John Novak

Time: Manager

EXHIBIT A

ADDENDUM AGREEMENT

This Addendum Agreement is made this day of , 20 , by and between (the “ New

Stockholder ”) and Adeptus Health Inc. (the “ Company ”), pursuant to a Registration Rights Agreement dated as of [ • ], 2014 (as the same may be amended from time to time, the “Agreement”), between and among the Company and the Stockholders. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

WITNESSETH:

WHEREAS, the Company has agreed to provide registration rights with respect to the Registrable Securities as set forth in the Agreement; and

WHEREAS, the New Stockholder has acquired Registrable Securities directly or indirectly from a Stockholder; and WHEREAS, the Company and the Stockholders have required in the Agreement that all persons desiring registration rights must enter

into an Addendum Agreement binding the New Stockholder to the Agreement to the same extent as if it were an original party thereto; NOW, THEREFORE, in consideration of the mutual promises of the parties, the New Stockholder acknowledges that it has received

and read the Agreement and that the New Stockholder shall be bound by, and shall have the benefit of, all of the terms and conditions set out in the Agreement to the same extent as if it were an original party to the Agreement and shall be deemed to be a Stockholder thereunder.

Address (for notices pursuant to Section 12(b) of the Agreement):

New Stockholder

AGREED TO on behalf of ADEPTUS HEALTH INC. pursuant to Section 12(c) of the Agreement.

ADEPTUS HEALTH INC.

By:

Name:

Title:

Exhibit 10.3

TAX RECEIVABLE AGREEMENT

among

ADEPTUS HEALTH INC.

and

THE PERSONS NAMED HEREIN

Dated as of June 25, 2014

TABLE OF CONTENTS

i

Page ARTICLE I DEFINITIONS 4

Section 1.1 Definitions 4 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 10

Section 2.1 Basis Adjustment 10 Section 2.2 Tax Benefit Schedule 11 Section 2.3 Procedures, Amendments 11

ARTICLE III TAX BENEFIT PAYMENTS 13

Section 3.1 Payments 13 Section 3.2 No Duplicative Payments 13 Section 3.3 Pro Rata Payments; Coordination of Benefits 14

ARTICLE IV TERMINATION 14

Section 4.1 Early Termination and Breach of Agreement 14 Section 4.2 Early Termination Notice 15 Section 4.3 Payment upon Early Termination 15

ARTICLE V SUBORDINATION AND LATE PAYMENTS 16

Section 5.1 Subordination 16 Section 5.2 Late Payments by the Corporate Taxpayer 16

ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION 16

Section 6.1 Participation in the Corporate Taxpayer’s and AHLLC’s Tax Matters 16 Section 6.2 Consistency 16 Section 6.3 Cooperation 17

ARTICLE VII MISCELLANEOUS 17

Section 7.1 Notices 17 Section 7.2 Counterparts 18 Section 7.3 Entire Agreement; No Third Party Beneficiaries 18 Section 7.4 Governing Law 18 Section 7.5 Severability 18 Section 7.6 Successors; Assignment; Amendments; Waivers 19 Section 7.7 Titles and Subtitles 19 Section 7.8 Resolution of Disputes 19 Section 7.9 Reconciliation 20 Section 7.10 Withholding 21 Section 7.11 Admission of the Corporate Taxpayer into a Consolidated

ii

Group; Transfers of Corporate Assets 21

Section 7.12 Confidentiality 22 Section 7.13 Change in Law 22 Section 7.14 LLC Agreement 23

TAX RECEIVABLE AGREEMENT (EXCHANGES)

This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “ Agreement ”), dated as of June 25, 2014, is hereby entered

into by and among Adeptus Health Inc., a Delaware corporation (the “ Corporate Taxpayer ”) and each of the persons from time to time party hereto (the “ TRA Parties” ).

RECITALS

WHEREAS, certain TRA Parties directly or indirectly hold limited liability company units (the “ Units ”) in Adeptus Health,

LLC, a Delaware limited liability company (“ AHLLC ”), which is classified as a partnership for United States federal income tax purposes; WHEREAS, the Corporate Taxpayer is the managing member of AHLLC, and holds and will hold, directly and/or indirectly,

Units; WHEREAS, a TRA Party holds stock of SCP III AIV Three-FCER Blocker, Inc., a Delaware corporation (the “ Sterling

Corporate Member ”), which is classified as a corporation for United States federal income tax purposes; WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of June 24, 2014, among the Corporate

Taxpayer and the parties named therein, the Sterling Corporate Member will merge with and into the Corporate Taxpayer (the “ Merger ”); WHEREAS, the Units held by the TRA Parties may be exchanged for Class A common stock (the “ Class A Shares ”) of the

Corporate Taxpayer, subject to the provisions of the LLC Agreement (as defined below); WHEREAS, AHLLC and each of its direct and indirect Subsidiaries (as defined below) treated as a partnership for United

States federal income tax purposes currently have and will have in effect an election under Section 754 of the United States Internal Revenue Code of 1986, as amended (the “ Code ”), for each Taxable Year (as defined below) in which (i) a transfer (including a transfer by merger or otherwise by operation of law) or (ii) a deemed transfer for U.S. federal income tax purposes (including pursuant to Section 707(a) of the Code) of Units to the Corporate Taxpayer from the TRA Parties or the Sterling Corporate Member (any such transfer, an “ Exchange ”) occurs;

WHEREAS, the income, gain, loss, expense and other Tax (as defined below) items of the Corporate Taxpayer may be

affected by (i) the Basis Adjustments (as defined below) and (ii) the Imputed Interest (as defined below); WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the effect of the Basis

Adjustments and Imputed Interest on the liability for Taxes of the Corporate Taxpayer; WHEREAS, Exchanges by the TRA Parties and by the Sterling Corporate Member, and payments in respect of Tax savings

related to such Exchanges, will result in Tax savings for the Corporate Taxpayer;

[Adeptus — Signature Page to the Tax Receivable Agreement]

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and

intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more

intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. “ Agreed Rate ” means LIBOR plus 100 basis points. “ Agreement ” is defined in the Recitals of this Agreement. “ Amended Schedule ” is defined in Section 2.3(b) of this Agreement. “ Basis Adjustment ” means the adjustment to the tax basis of a Reference Asset under Sections 732, 734(b) and 1012 of the

Code (in situations where, as a result of one or more Exchanges, AHLLC becomes an entity that is disregarded as separate from its owner for United States federal income tax purposes) or under Sections 734(b), 743(b) and 754 of the Code (in situations where, following an Exchange, AHLLC remains in existence as an entity for United States federal income tax purposes) and, in each case, comparable sections of state and local tax laws, as a result of an Exchange and the payments made pursuant to this Agreement. The amount of any Basis Adjustment resulting from an Exchange of one or more Units shall be determined without regard to any Pre-Exchange Transfer of such Units (or interests in a predecessor of AHLLC) and as if any such Pre-Exchange Transfer had not occurred.

A “ Beneficial Owner ” of a security is a Person who directly or indirectly, through any contract, arrangement, understanding,

relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. The terms “ Beneficially Own ” and “ Beneficial Ownership ” shall have correlative meanings.

“ Board ” means the Board of Directors of the Corporate Taxpayer. “ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the

government of the United States of America or the State of New York shall not be regarded as a Business Day. “ Change of Control ” means the occurrence of any of the following events:

(i) any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13

(d) of the Securities and Exchange Act of 1934, or any successor provisions thereto (excluding a group of Persons which includes one or more Affiliates of Sterling Partners), is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporate Taxpayer representing more than 50% of the combined voting power of the Corporate Taxpayer’s then outstanding voting securities; or

(ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Corporate

Taxpayer then serving: individuals who, on the IPO Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Corporate Taxpayer’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the IPO Date or whose appointment, election or nomination for election was previously so approved or recommended by the directors referred to in this clause (ii); or

(iii) there is consummated a merger or consolidation of the Corporate Taxpayer with any other corporation or other

entity, and, immediately after the consummation of such merger or consolidation, either (x) the Board immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a Subsidiary, the ultimate parent thereof, or (y) the voting securities of the Corporate Taxpayer immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or

(iv) the shareholders of the Corporate Taxpayer approve a plan of complete liquidation or dissolution of the Corporate

Taxpayer or there is consummated an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Corporate Taxpayer of all or substantially all of the Corporate Taxpayer’s assets, other than such sale or other disposition by the Corporate Taxpayer of all or substantially all of the Corporate Taxpayer’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Corporate Taxpayer in substantially the same proportions as their ownership of the Corporate Taxpayer immediately prior to such sale.

Notwithstanding the foregoing, except with respect to clause (ii) and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of

the shares of the Corporate Taxpayer immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporate Taxpayer immediately following such transaction or series of transactions.

“ Class A Shares ” is defined in the Recitals of this Agreement. “ Code ” is defined in the Recitals of this Agreement. “ Control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and

policies of a Person, whether through ownership of voting securities, by contract or otherwise. “ Corporate Taxpayer ” is defined in the Recitals of this Agreement. “ Corporate Taxpayer Return ” means the federal and/or state and/or local Tax Return, as applicable, of the Corporate

Taxpayer filed with respect to Taxes of any Taxable Year. “ Cumulative Net Realized Tax Benefit ” for a Taxable Year means the cumulative amount of Realized Tax Benefits for all

Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedules or Amended Schedules, if any, in existence at the time of such determination.

“ Default Rate ” means LIBOR plus 500 basis points. “ Determination ” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state,

foreign or local tax law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

“ Dispute ” has the meaning set forth in Section 7.8(a) of this Agreement. “ Early Termination Date ” means the date of an Early Termination Notice for purposes of determining the Early Termination

Payment. “ Early Termination Effective Date ” is defined in Section 4.2 of this Agreement. “ Early Termination Notice ” is defined in Section 4.2 of this Agreement. “ Early Termination Schedule ” is defined in Section 4.2 of this Agreement. “ Early Termination Payment ” is defined in Section 4.3(b) of this Agreement. “ Early Termination Rate ” means the lesser of (i) 6.5% per annum, compounded annually, and (ii) LIBOR plus 100 basis

points.

“ Exchange ” is defined in the Recitals of this Agreement. For the avoidance of doubt, the following transactions shall be

treated as Exchanges: (i) the transfer of Units from the Sterling Corporate Member to the Corporate Taxpayer by reason of the Merger and (ii) the distribution of cash to the members of AHLLC on or around the date of the IPO, which will be treated for U.S. federal income tax purposes, in whole or in part, as a deemed sale of partnership interests in AHLLC to the Corporate Taxpayer pursuant to Section 707(a) of the Code.

“ Exchange Basis Schedule ” is defined in Section 2.1 of this Agreement. “ Exchange Date ” means the date of any Exchange, including the date of the Merger. “ Exchange Notice ” shall have the meaning set forth in the LLC Agreement. “ Expert ” is defined in Section 7.9 of this Agreement. “ Hypothetical Tax Liability ” means, with respect to any Taxable Year, the liability for Taxes of (i) the Corporate Taxpayer

and (ii) without duplication, AHLLC, but only with respect to Taxes imposed on AHLLC and allocable to the Corporate Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent, in each case using the same methods, elections, conventions and similar practices used on the relevant Corporate Taxpayer Return, but (a) using the Non-Stepped Up Tax Basis as reflected on the Exchange Basis Schedule including amendments thereto for the Taxable Year and (b) excluding any deduction attributable to Imputed Interest for the Taxable Year. For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to the Basis Adjustment or Imputed Interest, as applicable.

“ Imputed Interest ” in respect of a TRA Party shall mean any interest imputed under Section 1272, 1274 or 483 or other

provision of the Code and any similar provision of state and local tax law with respect to the Corporate Taxpayer’s payment obligations in respect of such TRA Party under this Agreement.

“ IPO ” means the initial public offering of Class A Shares by the Corporate Taxpayer. “ IPO Date ” means the closing date of the IPO. “ IRS ” means the United States Internal Revenue Service. “ LIBOR ” means during any period, an interest rate per annum equal to the one-year LIBOR reported, on the date two days

prior to the first day of such period, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBOR01” or by any other publicly available source of such market rate) for London interbank offered rates for United States dollar deposits for such period.

“ LLC Agreement ” means, with respect to AHLLC, the Amended and Restated Limited Liability Company Agreement of

AHLLC, dated on or about the date hereof.

“ Market Value ” shall mean the closing price of the Class A Shares on the applicable Exchange Date on the national

securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal ; provided , that if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value shall mean the closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal ; provided , further , that if the Class A Shares are not then listed on a national securities exchange or interdealer quotation system, “Market Value” shall mean the cash consideration paid for Class A Shares, or the fair market value of the other property delivered for Class A Shares, as determined by the Board in good faith.

“ Material Objection Notice ” has the meaning set forth in Section 4.2 of this Agreement. “ Non-Stepped Up Tax Basis ” means, with respect to any Reference Asset at any time, the Tax basis that such asset would

have had at such time if no Basis Adjustments had been made. “ Objection Notice ” has the meaning set forth in Section 2.3(a) of this Agreement. “ Payment Date ” means any date on which a payment is required to be made pursuant to this Agreement. “ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business

association, organization, governmental entity or other entity. “ Pre-Exchange Transfer ” means any transfer (including upon the death of a Member) or distribution (or deemed

distribution) in respect of one or more Units (or interests in a predecessor of AHLLC) (i) that occurs prior to an Exchange of such Units, and (ii) to which Section 743(b) or 734(b) of the Code applies. Pre-Exchange Transfers include, but are not limited to, (i) the acquisition of interests in the predecessor of AHLLC by First Choice AIV Holding LLC pursuant to the Securities Purchase Agreement dated September 30, 2011, (ii) the transfers or distributions of Units on or around the date hereof among First Choice AIV Holding LLC, SCP III AIV THREE-FCER, LP and the Sterling Corporate Member and (iii) the transfer of Units from the Sterling Corporate Member to the Corporate Taxpayer pursuant to the Merger.

“ Realized Tax Benefit ” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the actual

liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, AHLLC, but only with respect to Taxes imposed on AHLLC and allocable to the Corporate Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent for such Taxable Year. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

“ Realized Tax Detriment ” means, for a Taxable Year, the excess, if any, of the actual liability for Taxes of (i) the Corporate

Taxpayer and (ii) without duplication, AHLLC, but only with respect to Taxes imposed on AHLLC and allocable to the Corporate Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent for such Taxable Year, over the Hypothetical Tax Liability for such Taxable Year. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

“ Reconciliation Dispute ” has the meaning set forth in Section 7.9 of this Agreement. “ Reconciliation Procedures ” has the meaning set forth in Section 2.3(a) of this Agreement. “ Reference Asset ” means an asset that is held by AHLLC, or by any of its direct or indirect Subsidiaries treated as a

partnership or disregarded entity (but only if such indirect Subsidiaries are held only through Subsidiaries treated as partnerships or disregarded entities) for purposes of the applicable Tax, at the time of an Exchange. A Reference Asset also includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to a Reference Asset.

“ Schedule ” means any of the following: (i) an Exchange Basis Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early

Termination Schedule. “ Senior Obligations ” is defined in Section 5.1 of this Agreement. “ Sterling Corporate Member ” is defined in the Recitals of this Agreement. “ Subsidiaries ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person,

owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“ Subsidiary Stock ” means any stock or other equity interest in any subsidiary entity of AHLLC that is treated as a

corporation for United States federal income tax purposes. “ Tax Benefit Payment ” is defined in Section 3.1(b) of this Agreement. “ Tax Benefit Schedule ” is defined in Section 2.2 of this Agreement. “ Tax Return ” means any return, declaration, report or similar statement required to be filed with respect to Taxes (including

any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

“ Taxable Year ” means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable

section of state or local tax law, as applicable (and,

therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made), ending on or after the IPO Date.

“ Taxes ” means any and all United States federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Tax.

“ Taxing Authority ” shall mean any domestic, federal, national, state, county or municipal or other local government, any

subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

“ TRA Party” is defined in the Recitals of this Agreement. “ Treasury Regulations ” means the final, temporary and proposed regulations under the Code promulgated from time to time

(including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period. “ Units ” is defined in the Recitals of this Agreement. “ Valuation Assumptions ” shall mean, as of an Early Termination Date, the assumptions that in each Taxable Year ending on

or after such Early Termination Date, (1) the Corporate Taxpayer will have taxable income sufficient to fully utilize (i) the deductions arising from the Basis Adjustments and the Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available and (ii) any loss carryovers generated by deductions arising from Basis Adjustments or Imputed Interest that are available as of the date of such Early Termination Date, subject to all applicable limitations on the use of such loss carryovers, (2) the United States federal, state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any non-amortizable assets (other than any Subsidiary Stock) will be disposed of on the fifteenth anniversary of the applicable Basis Adjustment and any short-term investments will be disposed of 12 months following the Early Termination Date; provided , that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), (4) any Subsidiary Stock will never be disposed of and (5) if, at the Early Termination Date, there are Units that have not been Exchanged, then each such Unit is Exchanged for the Market Value of the Class A Shares and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.

ARTICLE II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT

Section 2.1 Basis Adjustment . Within ninety (90) calendar days after the filing of the United States federal income tax

return of the Corporate Taxpayer for each Taxable Year

in which any Exchange has been effected (including the Taxable Year of the Merger), the Corporate Taxpayer shall deliver to each TRA Party a schedule (the “ Exchange Basis Schedule ”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement (i) the Non-Stepped Up Tax Basis of the Reference Assets in respect of such TRA Party as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Reference Assets in respect of such TRA Party as a result of the Exchanges effected in such Taxable Year by such TRA Party, calculated in the aggregate, (iii) the period (or periods) over which the Reference Assets in respect of such TRA Party are amortizable and/or depreciable and (iv) the period (or periods) over which each Basis Adjustment in respect of such TRA Party is amortizable and/or depreciable.

Section 2.2 Tax Benefit Schedule . (a) Tax Benefit Schedule . Within ninety (90) calendar days after the filing of the United States federal income tax

return of the Corporate Taxpayer for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment in respect of such TRA Party, the Corporate Taxpayer shall provide to such TRA Party a schedule showing, in reasonable detail, the calculation of the Tax Benefit Payment in respect of such TRA Party for such Taxable Year (a “ Tax Benefit Schedule ”). Each Tax Benefit Schedule will become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section 2.3(b)).

(b) Applicable Principles . Subject to Section 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each

Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of the Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to the Basis Adjustment or Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (i) all Tax Benefit Payments attributable to the Basis Adjustments in respect of a taxable Exchange (other than amounts accounted for as interest under the Code) will be treated as subsequent upward purchase price adjustments that have the effect of creating additional Basis Adjustments to Reference Assets for the Corporate Taxpayer in the year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

Section 2.3 Procedures, Amendments . (a) Procedure . Every time the Corporate Taxpayer delivers to a TRA Party an applicable Schedule under this

Agreement, including any Amended Schedule delivered pursuant to Section 2.3(b), and any Early Termination Schedule or amended Early Termination Schedule,

the Corporate Taxpayer shall also (x) deliver to such TRA Party schedules, valuation reports, if any, and work papers, as determined by the Corporate Taxpayer or requested by such TRA Party, providing reasonable detail regarding the preparation of the Schedule and (y) allow such TRA Party reasonable access at no cost to the appropriate representatives at the Corporate Taxpayer, as determined by the Corporate Taxpayer or requested by such TRA Party, in connection with a review of such Schedule. Without limiting the application of the preceding sentence, each time the Corporate Taxpayer delivers to a TRA Party a Tax Benefit Schedule, in addition to the Tax Benefit Schedule duly completed, the Corporate Taxpayer shall deliver to such TRA Party the Corporate Taxpayer Return, the reasonably detailed calculation by the Corporate Taxpayer of the applicable Hypothetical Tax Liability in respect of such TRA Party, the reasonably detailed calculation by the Corporate Taxpayer of the actual Tax liability, as well as any other work papers as determined by the Corporate Taxpayer or requested by such TRA Party, provided that the Corporate Taxpayer shall be entitled to redact any information that it reasonably believes is unnecessary for purposes of determining the items in the applicable Schedule or amendment thereto. An applicable Schedule or amendment thereto shall become final and binding on all parties thirty (30) calendar days from the first date on which the TRA Party has received the applicable Schedule or amendment thereto unless such TRA Party (i) within thirty (30) calendar days after receiving an applicable Schedule or amendment thereto, provides the Corporate Taxpayer with notice of a material objection to such Schedule (“ Objection Notice ”) made in good faith or (ii) provides a written waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and any objecting TRA Party, for any reason, are unable to successfully resolve the issues raised in the Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of an Objection Notice, the Corporate Taxpayer and such TRA Party shall employ the reconciliation procedures as described in Section 7.9 of this Agreement (the “ Reconciliation Procedures ”).

(b) Amended Schedule . The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “ Amended Schedule ”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

ARTICLE III

TAX BENEFIT PAYMENTS

Section 3.1 Payments . (a) Payments . Within five (5) calendar days after a Tax Benefit Schedule delivered to a TRA Party becomes final in

accordance with Section 2.3(a), the Corporate Taxpayer shall pay such TRA Party for such Taxable Year the Tax Benefit Payment determined pursuant to Section 3.1(b). Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to the bank account previously designated by such TRA Party to the Corporate Taxpayer or as otherwise agreed by the Corporate Taxpayer and such TRA Party. For the avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated tax payments, including, without limitation, federal estimated income tax payments. Notwithstanding anything herein to the contrary, at the election of a TRA Party specified in the Exchange Notice for the applicable Exchange, the aggregate Tax Benefit Payments in respect of such Exchange (other than amounts accounted for as interest under the Code) shall not exceed 50% of the fair market value of the Class A Shares received on such Exchange.

(b) A “ Tax Benefit Payment ” in respect of a TRA Party for a Taxable Year means an amount, not less than zero,

equal to the sum of the portion of the Net Tax Benefit that is allocable to such TRA Party and the Interest Amount with respect thereto. For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated as additional consideration for the acquisition of Units in Exchanges, unless otherwise required by law. Subject to Section 3.3(a), the “ Net Tax Benefit ” for a Taxable Year shall be an amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year, over the total amount of payments previously made under this Section 3.1 (excluding payments attributable to Interest Amounts); provided , for the avoidance of doubt, that no such recipient shall be required to return any portion of any previously made Tax Benefit Payment. The “ Interest Amount ” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing the Corporate Taxpayer Return with respect to Taxes for such Taxable Year until the payment date under Section 3.1(a). Notwithstanding the foregoing, for each Taxable Year ending on or after the date of a Change of Control that occurs after the IPO Date, all Tax Benefit Payments, whether paid with respect to the Units that were Exchanged (i) prior to the date of such Change of Control or (ii) on or after the date of such Change of Control, shall be calculated by utilizing Valuation Assumptions (1), (3) and (4), substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination Date.”

Section 3.2 No Duplicative Payments . It is intended that the provisions of this Agreement will not result in duplicative

payment of any amount (including interest) required under this Agreement. The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.

Section 3.3 Pro Rata Payments; Coordination of Benefits . (a) Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate tax benefit of the Corporate

Taxpayer’s deduction with respect to the Basis Adjustments or Imputed Interest under this Agreement is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income, the Net Tax Benefit for the Corporate Taxpayer shall be allocated among all parties eligible for payments hereunder in proportion to the respective amounts of Net Tax Benefit that would have been allocated to each such party if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation.

(b) After taking into account Section 3.3(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment

obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments in respect of prior Taxable Years have been made in full.

ARTICLE IV

TERMINATION

Section 4.1 Early Termination and Breach of Agreement . (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and

with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided , however , that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties, and provided , further , that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, and the TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes the Early Termination Payments with respect to all applicable TRA Parties, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

(b) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as

a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early

Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and such TRA Party as due and payable but unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment in the Corporate Taxpayer’s sole judgment exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by existing credit agreements to which AHLLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate).

Section 4.2 Early Termination Notice . If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party notice of such intention to exercise such right (“ Early Termination Notice ”) and a schedule (the “ Early Termination Schedule ”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the TRA Party has received such Schedule or amendment thereto unless the TRA Party (i) within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“ Material Objection Notice ”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “ Early Termination Effective Date ”). If the Corporate Taxpayer and the TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the objecting TRA Party shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures.

Section 4.3 Payment upon Early Termination . (a) Within three (3) calendar days after an Early Termination Effective Date, the Corporate Taxpayer shall pay to the

TRA Party an amount equal to the Early Termination Payment in respect of such TRA Party. Such payment shall be made by wire transfer of immediately available funds to a bank account or accounts designated by the TRA Party or as otherwise agreed by the Corporate Taxpayer and such TRA Party.

(b) “ Early Termination Payment ” in respect of a TRA Party shall equal the present value, discounted at the Early

Termination Rate as of the applicable Early Termination Effective Date, of all Tax Benefit Payments in respect of such TRA Party that would be required to be paid by the Corporate Taxpayer beginning from the Early Termination Date and assuming that the Valuation Assumptions in respect of such TRA Party are applied.

ARTICLE V

SUBORDINATION AND LATE PAYMENTS

Section 5.1 Subordination . Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit

Payment or Early Termination Payment required to be made by the Corporate Taxpayer to the TRA Parties under this Agreement shall rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed money of the Corporate Taxpayer and its Subsidiaries (“ Senior Obligations ”) and shall rank pari passu with all current or future unsecured obligations of the Corporate Taxpayer that are not Senior Obligations.

Section 5.2 Late Payments by the Corporate Taxpayer . The amount of all or any portion of any Tax Benefit Payment

or Early Termination Payment not made to the TRA Parties when due under the terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such Tax Benefit Payment or Early Termination Payment was due and payable.

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.1 Participation in the Corporate Taxpayer’s and AHLLC’s Tax Matters . Except as otherwise provided

herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and AHLLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify a TRA Party of, and keep the TRA Party reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and AHLLC by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of such TRA Party under this Agreement, and shall provide to each such TRA Party reasonable opportunity to provide information and other input to the Corporate Taxpayer, AHLLC and their respective advisors concerning the conduct of any such portion of such audit; provided , however , that the Corporate Taxpayer and AHLLC shall not be required to take any action that is inconsistent with any provision of the LLC Agreement.

Section 6.2 Consistency . The Corporate Taxpayer and the TRA Parties agree to report and cause to be reported for all

purposes, including federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including, without limitation, the Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that specified by the

Corporate Taxpayer in any Schedule required to be provided by or on behalf of the Corporate Taxpayer under this Agreement unless otherwise required by law.

Section 6.3 Cooperation . Each of the TRA Parties shall (a) furnish to the Corporate Taxpayer in a timely manner such information, documents and other materials as the Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority and (b) make itself available to the Corporate Taxpayer and its representatives to provide explanations of documents and materials and such other information as the Corporate Taxpayer or its representatives may reasonably request in connection with any of the matters described in clause (a) above. The TRA Parties and the Corporate Taxpayer shall reasonably cooperate in connection with any such matter, and the Corporate Taxpayer shall reimburse each such TRA Party for any reasonable third-party costs and expenses incurred pursuant to this Section.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing

and shall be deemed duly given and received (a) on the date of delivery if delivered personally, or by facsimile or email with confirmation of transmission by the transmitting equipment or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to the Corporate Taxpayer, to: Adeptus Health Inc. 2941 South Lake Vista, Suite 200 Lewisville, Texas 75067 Telephone: (972) 899-6666 Email: tim.fielding@adhc.com Attention: Chief Financial Officer with a copy (which shall not constitute notice to the Corporate Taxpayer) to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Telephone: ( 212)455-2948 Email: jkaufman@stblaw.com Attention: Joseph H. Kaufman

If to the TRA Parties, to: Adeptus Health Inc. 2941 South Lake Vista, Suite 200 Lewisville, Texas 75067 Telephone: (972) 899-6666 Email: tim.fielding@adhc.com Attention: Chief Financial Officer The address, fax number and email address set forth in the records of AHLLC.

Any party may change its address, fax number or email by giving the other party written notice of its new address, fax number or email in the manner set forth above.

Section 7.2 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be

considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.3 Entire Agreement; No Third Party Beneficiaries . This Agreement constitutes the entire agreement and

supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except to the extent provided under Section 3.3, this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.4 Governing Law . This Agreement shall be governed by, and construed in accordance with, the law of the

State of New York, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.

Section 7.5 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being

enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.6 Successors; Assignment; Amendments; Waivers . (a) Each TRA Party may assign any of its rights under this Agreement to any Person as long as such transferee has

executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder.

(b) No provision of this Agreement may be amended unless such amendment is approved in writing by each of the

Corporate Taxpayer and by the TRA Parties who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all TRA Parties hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Party pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain TRA Parties will or may receive under this Agreement unless such amendment is consented in writing by the TRA Parties disproportionately affected who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all TRA Parties disproportionately affected hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Party pursuant to this Agreement since the date of such most recent Exchange). No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.

(c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be

enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.

Section 7.7 Titles and Subtitles . The titles of the sections and subsections of this Agreement are for convenience of

reference only and are not to be considered in construing this Agreement. Section 7.8 Resolution of Disputes . (a) Any and all disputes which are not governed by Section 7.9 and cannot be settled amicably, including any ancillary

claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) (each a “ Dispute ”) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the Dispute fail to agree on the selection of

an arbitrator within ten (10) calendar days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer admitted to the practice of law in the State of New York and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), the Corporate Taxpayer may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), the TRA Party (i) expressly consents to the application of paragraph (c) of this Section 7.8 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Corporate Taxpayer as agent of the TRA Party for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise the TRA Party of any such service of process, shall be deemed in every respect effective service of process upon the TRA Party in any such action or proceeding.

(c) (i) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED

IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 7.8, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the for a designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another; and

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or

hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 7.8 and such parties agree not to plead or claim the same.

Section 7.9 Reconciliation . In the event that the Corporate Taxpayer and a TRA Party are unable to resolve a

disagreement with respect to the matters governed by Sections 2.3, 4.2 and 6.2 within the relevant period designated in this Agreement (“ Reconciliation Dispute ”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “ Expert ”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and the TRA Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or the TRA Party or other actual or potential conflict of interest. If the Corporate Taxpayer and the TRA Party are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The

Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer except as provided in the next sentence. The Corporate Taxpayer and the TRA Party shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA Party’s position, in which case the Corporate Taxpayer shall reimburse the TRA Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert adopts the Corporate Taxpayer’s position, in which case the TRA Party shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.9 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.9 shall be binding on the Corporate Taxpayer and the TRA Party and may be entered and enforced in any court having jurisdiction.

Section 7.10 Withholding . The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such withholding was made.

Section 7.11 Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets . (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a

consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

(b) If AHLLC or any of its Subsidiaries, or any entity that is obligated to make a Tax Benefit Payment or Early

Termination Payment hereunder, transfers one or more assets to a corporation (or a Person classified as a corporation for United States federal income tax purposes) with which such entity obligated to make a Tax Benefit Payment or Early Termination Payment does not file a consolidated tax return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and determining the

Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution. The consideration deemed to be received by such entity shall be equal to the gross fair market value of the contributed asset. For purposes of this Section 7.11, a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and liabilities of that partnership allocated to such partner.

Section 7.12 Confidentiality . (a) Each TRA Party and each of their assignees acknowledge and agree that the information of the Corporate Taxpayer

is confidential and, except in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporate Taxpayer and its Affiliates and successors, concerning AHLLC and its Affiliates and successors or the Members, learned by the TRA Party heretofore or hereafter. This Section 7.12 shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer or any of its Affiliates, becomes public knowledge (except as a result of an act of the TRA Party in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information to the extent necessary for the TRA Party to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any taxing authority or to prosecute or defend any action, proceeding or audit by any taxing authority with respect to such returns. Notwithstanding anything to the contrary herein, each TRA Party and each of their assignees (and each employee, representative or other agent of the TRA Party or its assignees, as applicable) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Corporate Taxpayer, AHLLC and their Affiliates, and any of their transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the TRA Party relating to such tax treatment and tax structure.

(b) If a TRA Party or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this

Section 7.12, the Corporate Taxpayer shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporate Taxpayer or any of its Subsidiaries or the TRA Parties and the accounts and funds managed by the Corporate Taxpayer and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

Section 7.13 Change in Law . Notwithstanding anything herein to the contrary, if, in connection with an actual or

proposed change in law, a TRA Party reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by the TRA Party upon any Exchange by such TRA Party to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for United States federal income tax purposes or would have other material adverse tax consequences to such TRA Party, then at the election of such TRA Party and to the extent specified by such TRA Party, this Agreement (i) shall cease to have further effect with

respect to such TRA Party, (ii) shall not apply to an Exchange by such TRA Party occurring after a date specified by such TRA Party, or (iii) shall otherwise be amended in a manner determined by such TRA Party, provided that such amendment shall not result in an increase in payments under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment.

Section 7.14 LLC Agreement . This Agreement shall be treated as part of the partnership agreement of AHLLC as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

[ The remainder of this page is intentionally blank ]

IN WITNESS WHEREOF, the Corporate Taxpayer and each TRA Party have duly executed this Agreement as of the date

first written above.

[Adeptus — Signature Page to the Tax Receivable Agreement]

ADEPTUS HEALTH INC.

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

Title: Chief Financial Officer

[Adeptus — Signature Page to the Tax Receivable Agreement]

STERLING PARTNERS:

SCP III AIV THREE-FCER, L.P.

By: SC Partners III, L.P., its general partner

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

SCP III AIV THREE-FCER Conduit, L.P.

By: SC Partners III, L.P., its general partner

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

[Adeptus — Signature Page to the Tax Receivable Agreement]

THOMAS S. HALL

By: /s/ Thomas S. Hall

Name: Thomas S. Hall

[Adeptus — Signature Page to the Tax Receivable Agreement]

GRAHAM B. CHERRINGTON

By: /s/ Graham B. Cherrington

Name: Graham B. Cherrington

[Adeptus — Signature Page to the Tax Receivable Agreement]

TIMOTHY L. FIELDING

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

[Adeptus — Signature Page to the Tax Receivable Agreement]

ANDREW M. JORDAN

By: /s/ Andrew M. Jordan

Name: Andrew M. Jordan

[Adeptus — Signature Page to the Tax Receivable Agreement]

TRACI A. BOWEN

By: /s/ Traci A. Bowen

Name: Traci A. Bowen

[Adeptus — Signature Page to the Tax Receivable Agreement]

JAMES M MUZZARELLI

By: /s/ James M. Muzzarelli

Name: James M. Muzzarelli

[Adeptus — Signature Page to the Tax Receivable Agreement]

GREGORY W. SCOTT

By: /s/ Gregory W. Scott

Name: Gregory W. Scott

[Adeptus — Signature Page to the Tax Receivable Agreement]

RONALD L. TAYLOR

By: /s/ Ronald L. Taylor

Name: Ronald L. Taylor

[Adeptus — Signature Page to the Tax Receivable Agreement]

JEFFREY S. VENDER

By: /s/ Jeffrey S. Vender

Name: Jeffrey S. Vender

[Adeptus — Signature Page to the Tax Receivable Agreement]

LAWRENCE BUCKELEW

By: /s/ Lawrence Buckelew

Name: Lawrence Buckelew

[Adeptus — Signature Page to the Tax Receivable Agreement]

MICHAEL R. COREY

By: /s/ Michael R. Corey

Name: Michael R. Corey

[Adeptus — Signature Page to the Tax Receivable Agreement]

TIMOTHY M. MUELLER

By: /s/ Timothy M. Mueller

Name: Timothy M. Mueller

[Adeptus — Signature Page to the Tax Receivable Agreement]

DAVID PYLE

By: /s/ David Pyle

Name: David Pyle

[Adeptus — Signature Page to the Tax Receivable Agreement]

HEATHER L. WEIMER

By: /s/ Heather L. Weimer

Name: Heather L. Weimer

[Adeptus — Signature Page to the Tax Receivable Agreement]

LAWRENCE J. WORLEY

By: /s/ Lawrence J. Worley

Name: Lawrence J. Worley

[Adeptus — Signature Page to the Tax Receivable Agreement]

STEPHEN D. FARBER TRUST UTD AUGUST 18, 2000

By: /s/ Stephen D. Farber

Name: Stephen D. Farber

Time: Trustee

[Adeptus — Signature Page to the Tax Receivable Agreement]

COVERT FAMILY LIMITED PARTNERSHIP

A Texas limited partnership

By: Covert Operations, LLC

A Texas limited liability company

Its General Partner

By: /s/ Larry Richard Covert

Name: Larry Richard Covert, Manager

Time:

[Adeptus — Signature Page to the Tax Receivable Agreement]

5-N INVESTMENTS, LLC

By: /s/ John Novak

Name: John Novak

Time: Manager

Exhibit 10.4

TERMINATION AGREEMENT This TERMINATION AGREEMENT, dated as of June 24, 2014 (this “ Agreement ”), is by and between Sterling Fund Management,

LLC, a Delaware limited liability company (“ SFM ”), and First Choice ER, LLC, a Texas limited liability company (“ FCER ”) and subsidiary of Adeptus Health LLC, a Delaware limited liability company (“ Adeptus Health LLC ”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Advisory Services Agreement between FCER and SFM, dated as of September 30, 2011 (the “

ASA ”), FCER agreed to pay fees to SFM in exchange for certain management and consulting services; and WHEREAS, Adeptus Health Inc., a Delaware corporation (“ Adeptus Inc. ”), is currently contemplating an underwritten initial public

offering (“ IPO ”) of shares of its Class A Common Stock;. and WHEREAS, prior to the completion of the IPO, Adeptus Inc. will become the managing member of Adeptus Health LLC; and WHEREAS, in connection and concurrently with the IPO, the parties desire to terminate the ASA. NOW, THEREFORE, it is agreed as follows: 1. Termination of the ASA . FCER and SFM hereby agree that, effective as of the consummation of the IPO, the ASA shall be

terminated and of no further force or effect; provided, however, that the provisions of Section 7 and Section 8 of the ASA shall survive the termination thereof. Concurrently herewith, FCER shall pay $2.0 million to SFM in immediately available funds in full satisfaction of its obligations under Section 5 of the ASA. In addition, within 15 days of the date hereof, SFM shall deliver to FCER its final accounting of expenses per Section 3 of the ASA, and ASA will reimburse SFM for such expenses within ten (10) days after receipt by FCER of such accounting.

2. Choice of Law . This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be

governed by and construed in accordance with the laws of the State of Delaware. 3. Consent to Jurisdiction; Waiver of Jury Trial . THE COMPANY AND SFM HEREBY IRREVOCABLY AGREE

THAT ANY SUIT, ACTION, PROCEEDING OR CLAIM AGAINST IT ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, OR ANY JUDGMENT ENTERED BY ANY COUR T IN RESPECT THEREOF, MAY BE BROUGHT OR ENFORCED IN THE STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS AND THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY PROCEEDING BROUG HT IN CHICAGO, ILLINOIS AND FURTHER

IRREVOCABLY WAIVES ANY CLAIMS THAT ANY SUCH PROCEED ING HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM. THE PARTIES HERETO EACH WAIVE THEIR RESPECT IVE RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION, PROCEEDING OR CLAIM ARISING OUT O F OR IN ANY WAY RELATING TO THIS AGREEMENT.

4. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,

and all of which together shall constitute one and the same instrument, binding upon the parties hereto.

[ Remainder of page intentionally left blank ] 2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or have caused this Agreement to be duly executed

on their behalf, as of the date first above written.

[Adeptus — Signature Page to Termination of Advisory Services Agreement]

FIRST CHOICE ER, LLC

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

Title: Chief Financial Officer

[Adeptus — Signature Page to Termination of Advisory Services Agreement]

STERLING FUND MANAGEMENT, LLC

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

Exhibit 10.5

AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (the “ Agreement ”), dated as of June 24, 2014, pursuant to Section 251 of the General

Corporation Law of the State of Delaware (the “ DGCL ”), by and among ADEPTUS HEALTH INC., a Delaware corporation (the “ Adeptus Corp ”), SCP III AIV THREE-FCER BLOCKER, INC., a Delaware corporation (the “ Blocker ”) and solely for purposes of Section 10 hereof, SCP III AIV THREE-FCER CONDUIT, L.P. (the “ Blocker Owner ”).

WHEREAS, the respective boards of directors of each of Adeptus Corp and Blocker have resolved that Blocker should merge (the “

Merger ”) with and into Adeptus Corp with Adeptus Corp being the surviving corporation in connection with the initial public offering and sale of shares of Class A common stock, par value $0.01 per share (“ Class A Common Stock ”), of Adeptus Corp as contemplated by Adeptus Corp’s Registration Statement on Form S-1, as amended (File No. 333-196142) (the “ IPO ”);

WHEREAS, both the sole stockholder of Adeptus Corp, Adeptus Health LLC (“ Adeptus LLC ”), and the stockholder of the Blocker,

the Blocker Owner, have approved the Merger; WHEREAS, the Blocker holds limited liability company units in Adeptus LLC and the transfer of such limited liability company units

in connection with the Merger has been approved in accordance with the terms of the Amended and Restated Limited Liability Company Agreement of Adeptus LLC, dated June 24, 2014, among the Blocker and the other parties thereto (which agreement shall be amended and restated in its entirety in connection with the IPO);

WHEREAS, in connection with the IPO, the Blocker Owner and Adeptus Corp, among other parties, are entering into a Stockholders’

Agreement, Registration Rights Agreement and Tax Receivable Agreement, each dated on or about the date hereof; WHEREAS, it is intended that, for United States federal income tax purposes, the Merger shall qualify as a “reorganization” under the

provisions of Section 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the rules and regulations promulgated thereunder; and

WHEREAS, Adeptus Corp and the Blocker desire to make certain representations, warranties and agreements in connection with this

Agreement. NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto prescribe the terms and conditions of the Merger and mode of carrying the same into effect as follows:

AGREEMENT

1. Merger . Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as hereinafter

defined), the Blocker shall be merged with and into Adeptus Corp, and the separate legal existence of the Blocker shall thereupon cease. Adeptus Corp shall be the surviving entity (sometimes referred to herein as the “ Surviving Corporation ”), and the separate legal existence of Adeptus Corp with all its right, privileges, immunities and powers shall continue unaffected by the Merger. The Merger shall have the effects set forth in the DGCL.

2. Cancellation of Shares; Merger Consideration . At the Effective Time, (i) the Blocker Owner shall receive for each share of

common stock, par value $0.01 per share of Blocker (each, a

“ Blocker Share ”) (A) 4,518,275 shares of Class A Common Stock and (B) the right to receive any amounts due pursuant to the TRA (as defined below) if and when such amounts become due in the future (clauses (A) and (B) collectively, the “ Merger Consideration ”), and (ii) each Blocker Share which is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Blocker Owner, be automatically cancelled. The Blocker Shares so cancelled shall cease to exist, and the Blocker Owner shall thereafter cease to have any rights with respect to such Blocker Shares, except the right to receive the Merger Consideration for each Blocker Share outstanding at the Effective Time.

3. Effective Time . Upon the satisfaction or waiver of the conditions below, Adeptus Corp shall cause a certificate of merger to

be executed, acknowledged and filed with the Secretary of State of the State of Delaware. The Merger shall become effective on the date of consummation of the IPO as specified in such certificate of merger (the “ Effective Time ”). References to the Blocker or Adeptus Corp after the Effective Time shall mean the Surviving Corporation.

4. Certificate of Incorporation; Bylaws; Board of Directors . The certificate of incorporation and bylaws of Adeptus Corp, as in

effect immediately prior to the Effective Time (in each case, as the same may have been amended or restated between the date of this Agreement and the Effective Time), shall be the certificate of incorporation and bylaws of the Surviving Corporation, in each case until duly amended as provided therein or by applicable law. The board of directors of Adeptus Corp immediately prior to the Effective Time shall be the board of directors of the Surviving Corporation until their successors have been duly elected and qualified or until their earlier death, resignation or removal.

5. Conditions Necessary for Effectiveness of the Merger . The satisfaction or waiver of the following conditions shall be

necessary to the effectiveness of the Merger: (a) the delivery for filing of the Amended and Restated Certificate of Incorporation of Adeptus Corp substantially in

the form of Exhibit A hereto with the Secretary of State of the State of Delaware and the effectiveness thereof; (b) the execution and delivery of the underwriting agreement relating to the IPO among Adeptus Corp, Adeptus LLC,

the Blocker Owner and the underwriters of the IPO (which shall not have been terminated prior to the Effective Time); (c) the effectiveness of the Amended and Restated Limited Liability Company Agreement of Adeptus LLC; and (d) the execution of the Tax Receivable Agreement between Adeptus Corp, the Blocker Owner and other parties

thereto (the “ TRA ”). 6. Plan of Reorganization . This Agreement is intended to constitute and is hereby adopted as a plan of reorganization within the

meaning of Section 1.368-2(g) of the United States Treasury Regulations. From and after the date of this Agreement and until the Effective Time, each party to this Agreement shall use its reasonable best efforts to cause the Merger to qualify, and shall not, without the prior written consent of the parties to this Agreement, knowingly take any actions or cause any actions to be taken which could prevent the Merger from qualifying, as a reorganization under the provisions of Section 368(a) of the Code. Assuming the consummation of the IPO, following the Effective Time, and consistent with any such consent, neither Adeptus Corp nor any of its subsidiaries or affiliates, shall knowingly take any action or cause any action to be taken which would cause the Merger to fail to so qualify as a reorganization under Section 368(a) of the Code.

7. Certain Representations and Warranties of the Blocker. The Blocker represents and warrants to Adeptus Corp that, as of the

date hereof and the Effective Time: (a) it is duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) it has full right, power and authority to enter into this Agreement and to perform the transactions contemplated by

this Agreement; (c) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have

been duly authorized, and no further proceedings on the part of the Blocker, its board of directors or its stockholder(s) are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and this Agreement has been duly executed by the Blocker;

(d) attached hereto as Exhibit B are true and complete copies of the certificate of incorporation of the Blocker

(including all amendments thereto), the bylaws of the Blocker as in effect at all relevant times, the resolutions duly adopted by the board of directors of the Blocker authorizing and approving the execution of this Agreement and the unanimous written consent of the Blocker Owner approving and adopting this Agreement; no other resolutions or board or stockholder action has been taken by the Blocker or the Blocker Owner with respect to this Agreement other than the resolutions and consent included in Exhibit B ;

(e) this Agreement constitutes the valid and binding obligation of the Blocker and the Blocker Owner, enforceable

against the Blocker and the Blocker Owner in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity);

(f) neither the execution and delivery of this Agreement by the Blocker or the Blocker Owner nor the consummation of

the transactions contemplated hereby conflicts with or results in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Blocker or the Blocker Owner is a party or by which assets of the Blocker or the Blocker Owner are bound (including without limitation the organizational documents of the Blocker or the Blocker Owner, as applicable), or constitutes a default under any of the foregoing or violates any law or regulation;

(g) other than as contemplated by this Agreement, each of the Blocker and the Blocker Owner has obtained all

authorizations, consents, approvals and clearances of all courts, governmental agencies and authorities, and any other person, if any, that are required to permit the Blocker and the Blocker Owner to enter into this Agreement and to consummate the transactions contemplated hereby;

(h) there are no actions, suits or proceedings pending or, to the Blocker’s knowledge, threatened against or affecting the

Blocker or the assets of the Blocker in any court or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality;

(i) the performance of the Merger as provided herein will not violate any order, writ, injunction, decree or demand of

any court or federal, state, municipal or other governmental

department, commission, board, bureau, agency or instrumentality to which the Blocker is subject;

(j) The Blocker does not have and is not subject to any indebtedness, obligations, losses, deficiencies, damages,

interest, penalties, fines, assessments, demands, judgments, claims, awards, settlements, costs, expenses, fees or other liabilities of any kind or nature, whether actual, accrued or contingent (“ Liabilities ”), other than as listed on Schedule A hereto; provided for the avoidance of doubt, Liabilities do not include taxes;

(k) all of the assets of the Blocker as of the Effective Time are listed on Schedule B hereto; (l) The Blocker has never owned any property or assets other than (i) the assets listed on Schedule A hereto,

(ii) limited liability company units in Adeptus LLC and (iii) cash or cash equivalents; (m) The Blocker was incorporated on September 9, 2011, and since such date of incorporation the Blocker has never

conducted any operations other than (i) holding the assets listed on Schedule A hereto, (ii) holding limited liability company units in Adeptus LLC, (iii) holding cash or cash equivalents and (iii) ministerial acts necessary to conducting the operations listed in the foregoing clauses (i) through (iii);

(n) the property transferred to Adeptus Corp pursuant to the Merger will not be subject to any Liability incurred,

assumed or guaranteed by the Blocker; (o) none of the property transferred to Adeptus Corp pursuant to the Merger was received by the Blocker as part of a

plan of liquidation of another corporation; (p) as of the date and time of entry into this Agreement, there is no indebtedness for borrowed money outstanding

between Adeptus Corp and the Blocker, and, as of the Effective Time, there will be no such indebtedness between Adeptus Corp and the Blocker created pursuant to the Merger or as a result of the transactions consummated pursuant to this Agreement;

(q) The Blocker is a party to the Merger, and is participating in the Merger and the transactions to be consummated

pursuant to this Agreement for a valid business reason unrelated to taxes; (r) The Blocker is not under the jurisdiction of a court in a bankruptcy, receivership, foreclosure or similar proceeding

in a U.S. federal or state court; (s) The Blocker will treat the Merger as a transaction governed by Section 368 of the Code, for all tax purposes for at

least until such time as the statute of limitations for the tax periods that could be effected by such treatment of the Merger expire; (t) all tax returns that are required to be filed on or before the Effective Time (taking into account any extensions) by

or with respect to the Blocker have been or will be timely filed on or before the Effective Time; and (u) as of the date hereof and until the Effective Time, the Blocker Owner constitutes the only equity holder of the

Blocker.

8. Certain Representations and Warranties of Adeptus Corp . Adeptus Corp represents and warrants to the Blocker that, as of

the date hereof, the Effective Time and the date of the consummation of the IPO: (a) it has been duly incorporated and is validly existing as a corporation in active status under the laws of the State of

Delaware; (b) it has full right, power and authority to enter into this Agreement and to perform the transactions contemplated by

this Agreement; (c) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have

been duly authorized, and no further proceedings on the part of Adeptus Corp are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and this Agreement has been duly executed by Adeptus Corp;

(d) attached hereto as Exhibit C are true and complete copies of the certificate of incorporation of Adeptus Corp

(including all amendments thereto), the bylaws of Adeptus Corp as in effect at all relevant times, the resolutions duly adopted by the board of directors of Adeptus Corp authorizing and approving the execution of this Agreement and the unanimous written consent of Adeptus LLC approving and adopting this Agreement;

(e) this Agreement constitutes the valid and binding obligation of Adeptus Corp, enforceable against Adeptus Corp in

accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity);

(f) neither the execution and delivery of this Agreement by Adeptus Corp nor the consummation of the transactions

contemplated hereby conflicts with or results in a breach of any of the terms, conditions or provisions of any agreement or instrument to which Adeptus Corp is a party or by which assets of Adeptus Corp are bound (including without limitation the organizational documents of Adeptus Corp), or constitutes a default under any of the foregoing or violates any law or regulation;

(g) other than as contemplated by this Agreement, Adeptus Corp has obtained all authorizations, consents, approvals

and clearances of all courts, governmental agencies and authorities, and any other person, if any, required to permit Adeptus Corp to enter into this Agreement and to consummate the transactions contemplated hereby;

(h) there are no actions, suits or proceedings pending or, to Adeptus Corp’s knowledge, threatened against or affecting

Adeptus Corp or the assets of Adeptus Corp in any court or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of Adeptus Corp to perform its obligations as provided herein;

(i) the performance of the Merger as provided herein will not violate any order, writ, injunction, decree or demand of

any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which Adeptus Corp is subject;

(j) Adeptus Corp is a party to the Merger, and is participating in the Merger and the transactions to be consummated

pursuant to this Agreement for a valid business reason unrelated to taxes; (k) Adeptus Corp is not under the jurisdiction of a court in a bankruptcy, receivership, foreclosure or similar

proceeding in a U.S. federal or state court; (l) as of the date and time of entry into this Agreement, there is no indebtedness for borrowed money outstanding

between Adeptus Corp and the Blocker, and, as of the Effective Time, there will be no such indebtedness between Adeptus Corp and the Blocker created pursuant to the Merger or as a result of the transactions consummated pursuant to this Agreement;

(m) Adeptus Corp will not be an investment company within the meaning of Section 368(a)(2)(F)(iii) or (iv) of the

Code; and (n) Adeptus Corp will treat the Merger as a transaction governed by Section 368 of the Code, for all tax purposes for at

least until such time as the statute of limitations for the tax periods that could be effected by such treatment of the Merger expire. 9. Survival . The representations and warranties of the Blocker and Adeptus Corp shall survive until the third anniversary of the

Effective Time, and any claim in respect of any alleged breach of any such representation and warranty must be made by delivery of a Claim Notice (as defined below) prior to the Limitation Date; it being understood that in the event any Claim Notice has been given before the Limitation Date, the representations and warranties that are the subject of such Claim Notice shall survive with respect to such claim until such time as such claim is finally resolved.

10. Indemnification .

(a) (i) From and after the Effective Time and subject to subsections (b), (d) and (e) of this Section 10 , the

Blocker Owner agrees that the Blocker Owner will indemnify and hold harmless Adeptus Corp from and against the excess, if any, of (A) all Losses (as defined below) suffered or incurred by Adeptus Corp as a result of any breach by the Blocker of any of its representations or warranties under this Agreement over (B) the amount of any undistributed cash of Blocker, in any case as of the Effective Time.

(ii) From and after the Effective Time, Adeptus Corp agrees that it will indemnify and hold harmless the

Blocker Owner from and against all Losses suffered or incurred by the Blocker Owner as a result of any breach by Adeptus Corp of any of its representations or warranties under this Agreement. (b) Adeptus Corp may recover any amounts due to it by the Blocker Owner pursuant to this Section 10 (“

Indemnification Payables ”) solely and exclusively from any amounts that, as of the time such claim for indemnification is made or thereafter, are owed but not yet paid by Adeptus Corp (and Adeptus Corp may reduce any such amounts due by, and set-off any such amounts due against, the amount of Indemnification Payables) in respect of (x) distributions owed to the Blocker Owner (or any affiliates to which the Blocker Owner has transferred equity interests in Adeptus Corp or Adeptus LLC) on account of its or their equity interests in Adeptus Corp or Adeptus LLC and (y) the TRA.

(c) “ Losses ” means all actual damages, losses, deficiencies, liabilities, claims, actions, demands, awards, settlements,

judgments, taxes, penalties, assessments, fines, fees, costs

and expenses (including, for the avoidance of doubt and without limitation, reasonable attorneys’ fees and costs of defense and investigation); provided , however , that Losses shall specifically exclude punitive, speculative, lost profit, diminution in value, consequential, incidental, indirect or special damages of any nature.

(d) Notwithstanding anything to the contrary contained herein, the obligations of the Blocker Owner and of Adeptus

Corp under this Section 10 shall terminate and be of no further force or effect on the date on which the Blocker Owner no longer holds any equity interests in Adeptus Corp and the TRA has terminated.

(e) The indemnity set forth in this Section 10 shall be the sole and exclusive remedy of the parties for all claims arising

out of this Agreement or the Merger contemplated hereby and no party shall have any other remedy, whether in contract, tort or otherwise, against any other party with respect to this Agreement or the Merger, and all such other remedies are expressly waived by each party to the fullest extent permitted by applicable law.

(f) A party entitled to indemnification pursuant to this Section 10 (the “ Claiming Party ”) shall promptly notify the

other party against which the claim is made (the “ Indemnifying Party ”) in writing of such claim (a “ Claim Notice ”); provided that a Claim Notice shall be delivered within 30 calendar days after the Claiming Party receives written notice of any action, suit, proceeding, investigation, claim or Loss, whether or not involving any claim of a third party or the assertion of any claim by a third party (such claim by a third party, a “ Third Party Claim “), that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party; provided that no delay by the Claiming Party in notifying the Indemnifying Party will relieve the Indemnifying Party of any liability hereunder, unless the Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to timely give such notice. The Claim Notice shall specify the basis for the claim and the Losses incurred by, or anticipated to be incurred by, the Claiming Party on account thereof to the extent known. No payment or setoff shall be made on account of any claim until the amount of such claim is liquidated and the Losses are finally determined.

(g) The following provisions shall apply to claims of the Claiming Party which are based upon a Third Party Claim:

(i) The Indemnifying Party shall have the right, upon receipt of the Claim Notice to assume the defense

against such Third Party Claim. If the Indemnifying Party is conducting the defense against the Third Party Claim, the Claiming Party shall be entitled to retain separate counsel and participate in the defense of such Third Party Claim at its own expense unless the Claiming Party and the Indemnifying Party are both named parties to the proceedings (including any impleaded parties) and the Claiming Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them or there may be legal defenses available to the Claiming Party that are different from or additional to those available to the Indemnifying Party. The Indemnifying Party will keep the Claiming Party informed of all material developments relating to or arising in connection with such Third Party Claim. The Claiming Party and Indemnifying Party will each cooperate with and make available to each other such assistance (including, without limitation, access to employees) and materials as may be reasonably requested of either.

(ii) The Indemnifying Party shall have the right to settle and compromise such claim only with the prior

written consent of the Claiming Party; provided that no

such prior written consent shall be required to any proposed settlement if (A) such settlement provides the Claiming Party with a full and unconditional release from such Third Party Claim; (B) the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnifying Party, and (C) such settlement does not include an admission of culpability. Regardless of whether the Indemnifying Party elects to defend the Third Party Claim, the Indemnifying Party shall also have the right within 30 calendar days from receipt of the Claim Notice to notify the Claiming Party that the Indemnifying Party disputes the merits of the Third Party Claim. Such dispute shall not affect the Indemnifying Party’s right to defend the Third Party Claim in accordance with this Section 10(g) .

(iii) In the event that the Indemnifying Party fails to assume the defense against any Third Party Claim within

30 calendar days after receipt of notice thereof from the Claiming Party, the Claiming Party shall have the right, but not the obligation, to undertake the defense against such Third Party Claim; provided that if the Claiming Party does not undertake the defense of such Third Party Claim, such Claiming Party shall not be entitled to indemnification hereunder for the amount of Losses which would not have been incurred but for the failure of such Claiming Party to take commercially reasonable actions to mitigate such Losses upon becoming aware of any claim. The Claiming Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense against such Third Party Claim.

11. Expenses . Each party to this Agreement will pay all of its own expenses incurred in connection with the Merger. 12. Tax Matters . Adeptus Corp shall be liable for, and shall pay, all stamp duty, registration tax, transfer tax, documentary tax, value added tax, sales

and use tax, and all other similar taxes arising from the Merger.

13. Amendment, Modification or Termination . At any time prior to the Effective Time, this Agreement may be amended, modified or terminated by the board of directors of Adeptus Corp, with the written consent of the Blocker and the Blocker Owner. This Agreement shall terminate upon the written agreement of both parties hereto. The parties hereto agree that this Agreement shall terminate if the IPO has not been consummated by July 30, 2014.

14. Further Assurances . Subject to the terms and conditions of this Agreement, each of the parties hereto shall execute, deliver,

acknowledge and file such further agreements and instruments and take such other actions as may be reasonably necessary to permit consummation of the Merger at the Effective Time.

15. Governing Law . This Agreement and the rights and obligations of the parties hereunder shall be governed by, and

construed, interpreted and enforced in accordance with, the laws of the State of Delaware (without regard to any choice of law rules thereunder).

16. Consent to Jurisdiction . Each party hereby irrevocably and unconditionally submits, for itself and its property, to the

exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such Court declines jurisdiction, the courts of the State of Delaware sitting in Wilmington, Delaware and of the United States District Court for the District of Delaware sitting in Wilmington, Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement

or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the fullest extent permitted by applicable law, in such United States District Court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 16 . Each party irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court.

17. Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT

TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

18. Severability . The provisions of this Agreement are severable, and the invalidity or unenforceability of any provision of this

Agreement shall not affect the validity or enforceability of any other provision hereof. 19. Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties

hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party.

20. Construction and Interpretation . The headings contained in this Agreement are for reference purposes only and are not

intended to effect the construction or interpretation of this Agreement. No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

21. Counterparts; No Third-Party Beneficiaries . This Agreement may be executed and delivered (including by facsimile

transmission or by e-mail delivery of a “.pdf” format data file or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by facsimile transmission or by e-mail delivery of a “.pdf” format data file or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 21 . This Agreement is not intended to confer upon any person other than the parties here to any rights or remedies hereunder.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto

as of the date first written above.

By his signature below, the undersigned certifies that this Agreement and Plan of Merger was duly authorized and approved by the

board of directors of Adeptus Corp and thereafter was duly approved and adopted by the holders of all of the outstanding stock thereof entitled to vote thereon by unanimous written consent as of the date indicated opposite such signature.

[Adeptus — Signature Page to the Merger Agreement]

ADEPTUS HEALTH INC.

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

Title: Chief Financial Officer

By: /s/ Timothy L. Fielding

Name: Timothy L. Fielding

Title: Chief Financial Officer

Date: June 24, 2014

By his signature below, the undersigned certifies that this Agreement and Plan of Merger was duly authorized and approved by the

board of directors of the Blocker and thereafter was duly approved and adopted by the holders of all of the outstanding stock thereof entitled to vote thereon by unanimous written consent as of the date indicated opposite such signature.

[Adeptus — Signature Page to the Merger Agreement]

SCP III AIV THREE-FCER BLOCKER, INC.

By: SC Partners III L.P., its general partner

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

Solely for purposes of Section 10 hereof:

SCP III AIV THREE-FCER CONDUIT, L.P.

By: SC PARTNERS III, L.P., its general partner

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

By: /s/ M. Avi Epstein

Name: M. Avi Epstein

Title: Authorized Signatory

Date: June 24, 2014

Exhibit 10.6

Amendment to Employment Agreement This Amendment to Employment Agreement (this “ Amendment ” ) is made and entered into effective as of June 24, 2014 (the “ Effective Date ” ) by and between First Choice ER, LLC, a Texas limited liability company (the “ Company ” ), and Thomas Hall ( “ Executive ” ) .

W I T N E S S E T H WHEREAS, the Company and Executive entered into a certain employment agreement dated March 12, 2012 (the “ Original Agreement ” ); WHEREAS, Executive has been serving as the President and Chief Executive Officer of the Company and any of its subsidiaries; and WHEREAS, the Company and Executive desire to amend the Original Agreement as provided below to address and alter the terms and conditions of Executive’s employment. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Company and Executive hereby agree and amend the Original Agreement as follows:

1. Definitions . Capitalized terms used and not otherwise defined in this Amendment have the meanings given such terms in the Original Agreement.

2. Amendments . The following provisions shall apply, and the Original Agreement shall be deemed amended as of the

Effective Date as follows: (a) The first sentence of Section 2.1 of the Original Agreement (Base Salary) shall be stricken and replaced by the

following:

2.1 Base Salary . The Company shall pay Executive an annual base salary of $600,000.00 ( “ Base Salary ” ), less applicable withholdings, payable in accordance with the general payroll practices of the Company. (b) The first sentence of Section 2.2(a) of the Original Agreement shall be stricken and replaced by the following:

(a) During the Employment Term, Executive shall be eligible to receive an annual incentive bonus (the “ Annual Bonus ” ) of up to one hundred percent (100%) of Executive’s Base Salary (the “ Target Bonus ” ) (reduced by the amount described in Section 2.4(b) below), subject to the achievement of goals established by the Committee or the Board, as applicable. (c) The first sentence of Section 3.2(a) of the Original Agreement shall be stricken and replaced by the following:

(a) If the Company terminates Executive’s employment without Cause or Executive terminates his

employment for Good Reason, Executive shall be eligible to receive a severance payment (the “ Severance

Payment ” ) equal to eighteen (18) months of Base Salary, payable in equal installments in accordance with the Company’s normal payroll practice, plus the continued medical and dental benefits described below during the period in which installments of the Severance Payment are made (the “Severance Period ” ). (d) Section 4.1(f) of the Original Agreement shall be stricken in its entirety and replaced by the following:

(f) the term “ Non-Compete Restricted Period ” shall mean the period commencing on the date

hereof and terminating eighteen (18) months following the termination of Executive’s employment for any reason. (e) Section 6.11(c) of the Original Agreement shall be modified by adding the following new sentence immediately

following the end of the first sentence of Section 6.11(c) : To the extent any of the payments or benefits (including the Severance Payment) described in Sections 3.2(a) and 3.2(b) constitute “nonqualified deferred compensation” for purposes of Section 409A, any payment of any such amount or provision of any such benefit otherwise scheduled to occur prior to the 60 day following the date of Executive’s termination of employment hereunder, but for the condition of executing the separation or similar agreement containing a general release and waiver of claims, shall not be made until the first date following the 60 day, after which any remaining payments and benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein.

3. Amendment Governs in the Case of Conflict . In the event that any terms or provisions of the Original Agreement conflict or

are inconsistent with the terms and provisions of this Amendment, the terms of this Amendment shall govern and control. 4. No Further Modification . Except as amended hereby, the Original Agreement remains unmodified and in full force and

effect.

[Signature Page Follows] 2

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IN WITNESS WHEREOF , the Company and Executive have executed this Amendment effective as of the Effective Date.

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COMPANY

FIRST CHOICE ER, LLC

By: Adeptus Health LLC, its Manager

By: /s/ Tim Fielding

Name:

Title:

EXECUTIVE

/s/ Thomas Hall

Thomas Hall

Exhibit 10.7

Amendment to Employment Agreement

This Amendment to Employment Agreement (this “ Amendment ” ) is made and entered into effective as of June 24, 2014 (the “ Effective Date ”) by and between First Choice ER, LLC, a Texas limited liability company (the “ Company ”), and Tim Fielding ( “ Executive ” ) .

W I T N E S S E T H

WHEREAS, the Company and Executive entered into a certain employment agreement dated January 16, 2013 (the “ Original Agreement ”); WHEREAS, Executive has been serving as the Chief Financial Officer of the Company and any of its subsidiaries; and WHEREAS, the Company and Executive desire to amend the Original Agreement as provided below to address and alter the terms and conditions of Executive’s employment NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Company and Executive hereby agree and amend the Original Agreement as follows:

1. Definitions . Capitalized terms used and not otherwise defined in this Amendment have the meanings given such terms in

the Original Agreement. 2. Amendments . The following provisions shall apply, and the Original Agreement shall be deemed amended as of the

Effective Date as follows:

(a) The first sentence of Section 2.1 of the Original Agreement (Base Salary) shall be stricken and replaced by the following:

2.1 Base Salary . The Company shall pay Executive an annual base salary of $300,000.00 (“ Base Salary ” ) , less applicable withholdings, payable in accordance with the general payroll practices of the Company. (b) The first sentence of Section 3.2(a) of the Original Agreement shall be stricken and replaced by the following:

(a) If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, Executive shall be eligible to receive a severance payment (the “ Severance Payment ” ) equal to twelve (12) months of Base Salary, payable in equal installments in accordance with the Company’s normal payroll practice, plus the continued medical and dental benefits described below during the period in which installments of the Severance Payment are made (the “ Severance Period ”). (c) Section 4.1(f) of the Original Agreement shall be stricken in its entirety and replaced by the following:

(f) the term “ Non-Compete Restricted Period ” shall mean the period commencing on the date

hereof and terminating twelve (12) months following the termination of Executive’s employment for any reason. 1

(d) Section 6.10(c) of the Original Agreement shall be modified by adding the following new sentence immediately

following the end of the first sentence of Section 6.10(c): To the extent any of the payments or benefits (including the Severance Payment) described in Sections 3.2(a) and 3.2(b) constitute “nonqualified deferred compensation” for purposes of Section 409A, any payment of any such amount or provision of any such benefit otherwise scheduled to occur prior to the 60 day following the date of Executive’s termination of employment hereunder, but for the condition of executing the separation or similar agreement containing a general release and waiver of claims, shall not be made until the first date following the 60 day, after which any remaining payments and benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein.

3. Amendment Governs in the Case of Conflict . In the event that any terms or provisions of the Original Agreement conflict or

are inconsistent with the terms and provisions of this Amendment, the terms of this Amendment shall govern and control. 4. No Further Modification . Except as amended hereby, the Original Agreement remains unmodified and in full force and

effect.

[Signature Page Follows] 2

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IN WITNESS WHEREOF, the Company and Executive have executed this Amendment effective as of the Effective Date.

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COMPANY

FIRST CHOICE ER, LLC

By: Adeptus Health LLC, its Manager

By: /s/ Tim Fielding

Name:

Title:

EXECUTIVE

/s/ Tim Fielding

Tim Fielding

Exhibit 10.8

Amendment to Employment Agreement

This Amendment to Employment Agreement (this “ Amendment ” ) is made and entered into effective as of June 24, 2014 (the “ Effective Date ”) by and between First Choice ER, LLC, a Texas limited liability company (the “ Company ” ) , and Graham Cherrington (“ Executive ”) .

W I T N E S S E T H

WHEREAS, the Company and Executive entered into a certain employment agreement dated May 29, 2012 (the “ Original Agreement ” ) ; WHEREAS, Executive has been serving as the Chief Operating Officer of the Company and any of its subsidiaries; and WHEREAS, the Company and Executive desire to amend the Original Agreement as provided below to address and alter the terms and conditions of Executive’s employment. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Company and Executive hereby agree and amend the Original Agreement as follows

1. Definitions . Capitalized terms used and not otherwise defined in this Amendment have the meanings given such terms in the Original Agreement.

2. Amendments . The following provisions shall apply, and the Original Agreement shall be deemed amended as of the

Effective Date as follows: (a) The first sentence of Section 2.1 of the Original Agreement (Base Salary) shall be stricken and replaced by the

following: 2.1 Base Salary . The Company shall pay Executive an annual base salary of $340,000.00 (“ Base

Salary ”), less applicable withholdings, payable in accordance with the general payroll practices of the Company. (b) The first sentence of Section 3.2(a) of the Original Agreement shall be stricken and replaced by the following:

(a) If the Company terminates Executive’s employment without Cause or Executive terminates his

employment for Good Reason, Executive shall be eligible to receive a severance payment (the “ Severance Payment ” ) equal to twelve (12) months of Base Salary, payable in equal installments in accordance with the Company’s normal payroll practice, plus the continued medical and dental benefits described below during the period in which installments of the Severance Payment are made (the “ Severance Period ”). (c) Section 4.1(f) of the Original Agreement shall be stricken in its entirety and replaced by the following:

(f) the term “ Non-Compete Restricted Period ” shall mean the period commencing on the date

hereof and terminating twelve (12) months following the termination of Executive’s employment for any reason. 1

(d) Section 6.10(c) of the Original Agreement shall be modified by adding the following new sentence immediately

following the end of the first sentence of Section 6.10(c) : To the extent any of the payments or benefits (including the Severance Payment) described in Sections 3.2(a) and 3.2(b) constitute “nonqualified deferred compensation” for purposes of Section 409A, any payment of any such amount or provision of any such benefit otherwise scheduled to occur prior to the 60 day following the date of Executive’s termination of employment hereunder, but for the condition of executing the separation or similar agreement containing a general release and waiver of claims, shall not be made until the first date following the 60 day, after which any remaining payments and benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein.

3. Amendment Governs in the Case of Conflict . In the event that any terms or provisions of the Original Agreement conflict or

are inconsistent with the terms and provisions of this Amendment, the terms of this Amendment shall govern and control. 4. No Further Modification . Except as amended hereby, the Original Agreement remains unmodified and in full force and

effect.

[Signature Page Follows] 2

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IN WITNESS WHEREOF, the Company and Executive have executed this Amendment effective as of the Effective Date.

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COMPANY

FIRST CHOICE ER, LLC

By: Adeptus Health LLC, its Manager

By: /s/ Tim Fielding

Name:

Title:

EXECUTIVE

/s/ Graham Cherrington

Graham Cherrington

Exhibit 10.9

ADEPTUS HEALTH INC. 2014 OMNIBUS INCENTIVE PLAN

1. Purpose . The purpose of the Adeptus Health Inc. 2014 Omnibus Incentive Plan is to provide a means through which the

Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders.

2. Definitions . The following definitions shall be applicable throughout the Plan.

(a) “ Absolute Share Limit ” has the meaning given such term in Section 5(b) of the Plan.

(b) “ Affiliate ” means any Person that directly or indirectly controls, is controlled by or is under common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

(c) “ Award ” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation

Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award and Performance Compensation Award granted under the Plan.

(d) “ Board ” means the Board of Directors of the Company.

(e) “ Cause ” means, as to any Participant, unless the applicable Award agreement states otherwise, (i) “Cause”, as defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination; or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained therein), (A) the Participant’s gross negligence or willful misconduct in the performance of Participant’s duties to the Service Recipient; (B) the determination of the Board that the Participant has committed a felony or other crime causing harm to the Company or its Affiliates or any act constituting fraud with respect to the Company or its Affiliates; (C) breach by the Participant of any terms or conditions of any agreement or obligation to the Company or its Affiliates; (D) the Participant shall have refused to perform directives of the Board or any officer to whom such Participant reports, or the board of directors of any Affiliate (or any officer of such Affiliate) that are consistent with the scope and nature of Participant’s duties and responsibilities as an employee or service provider of the Company or its Affiliates; or (E) the Participant shall have engaged in the unlawful use (including being under the influence) or possession of illegal drugs.

(f) “ Change in Control ” means:

(i) the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any

Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock, treating, for the avoidance of doubt, all then-outstanding LLC Units as shares of Common Stock assuming the full exchange of then-outstanding LLC Units for shares of Common Stock in accordance with the Exchange Provision or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however , that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate; (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate; or (III) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of Persons including the Participant (or any entity controlled by the Participant or any group of Persons including the Participant);

(ii) during any period of 24 months, individuals who, at the beginning of such period, constitute the Board (the “

Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or

(iii) the sale, transfer or other disposition of all or substantially all of the assets of the Company to any Person that is not

an Affiliate of the Company.

(g) “ Code ” means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

(h) “ Committee ” means the Compensation Committee of the Board or any properly delegated subcommittee thereof or, if no

such Compensation Committee or subcommittee thereof exists, the Board.

(i) “ Common Stock ” means the Class A common stock, par value $0.01 per share, of the Company (and any stock or other securities into which such Common Stock may be converted or into which it may be exchanged).

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(j) “ Company ” means Adeptus Health Inc., a Delaware corporation, and any successor thereto.

(k) “ Date of Grant ” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.

(l) “ Designated Foreign Subsidiaries ” means all Affiliates organized under the laws of any jurisdiction or country other than

the United States of America that may be designated by the Board or the Committee from time to time.

(m) “ Detrimental Activity ” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Company or its Affiliates; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Service Recipient for Cause; (iii) the breach of any noncompetition, nonsolicitation or other agreement containing restrictive covenants, with the Company or its Affiliates; or (iv) fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion.

(n) “ Disability ” means, as to any Participant, unless the applicable Award agreement states otherwise, (i) “Disability”, as

defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination; or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Disability” contained therein), a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or an Affiliate, or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability commenced. Any determination of whether Disability exists shall be made by the Company in its sole and absolute discretion.

(o) “ Effective Date ” means June 23, 2014.

(p) “ Eligible Director ” means a person who is (i) with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act; and (ii) with respect to actions intended to obtain the exception for performance-based compensation under Section 162(m) of the Code, an “outside director” within the meaning of Section 162(m) of the Code.

(q) “ Eligible Person ” means any (i) individual employed by the Company or an Affiliate; provided, however , that no such

employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act; or (iv) any prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or one of its Affiliates (and would satisfy the provisions of clauses (i) through (iii)

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above once he or she begins employment with or providing services to the Company or one of its Affiliates), who, in the case of each of clauses (i) through (iv) above has entered into an Award agreement or who has received written notification from the Committee or its designee that they have been selected to participate in the Plan. Solely for purposes of this Section 2(q), “Affiliate” shall be limited to: (1) a Subsidiary; (2) any parent corporation of the Company within the meaning of Section 424(e) of the Code (“ Parent ”); (3) any corporation, trade or business of which 50% or more of the combined voting power of such entity’s outstanding securities is directly or indirectly controlled by the Company or any Subsidiary or Parent; or (4) any corporation, trade or business which, directly or indirectly, controls 50% or more of the combined voting power of the outstanding securities of the Company.

(r) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan

to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

(s) “ Exchange Provision ” means Section 3.6 of the LLC Agreement.

(t) “ Exercise Price ” has the meaning given such term in Section 7(b) of the Plan.

(u) “ Fair Market Value ” means, on a given date, if (i) the Common Stock is listed on a national securities exchange, the closing sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on such date, or, if there are no such sales on that date, then on the last preceding date on which such sales were reported; (ii) the Common Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) the Common Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee in good faith to be the fair market value of the Common Stock; provided , however , as to any Awards granted on or with a Date of Grant of the date of the pricing of the Company’s initial public offering, “Fair Market Value” shall be equal to the per share price the Common Stock is offered to the public in connection with such initial public offering.

(v) “ Immediate Family Members ” has the meaning given such term in Section 14(b) of the Plan.

(w) “ Incentive Stock Option ” means an Option which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.

(x) “ Indemnifiable Person ” has the meaning given such term in Section 4(e) of the Plan.

(y) “ LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of Adeptus Health, LLC. 4

(z) “ LLC Units ” means the Units (as defined in the LLC Agreement) of Adeptus Health LLC. (aa) “ Negative Discretion ” means the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce

the size of a Performance Compensation Award consistent with Section 162(m) of the Code.

(bb) “ Nonqualified Stock Option ” means an Option which is not designated by the Committee as an Incentive Stock Option.

(cc) “ Non-Employee Director ” means a member of the Board who is not an employee of the Company or any Affiliate; provided that for solely for purposes of this definition, an individual shall not fail to constitute a Non-Employee Director solely due to the fact that such individual is employed by a direct or indirect shareholder of the Company, provided that such individual is not employed by the Company or any of its Subsidiaries.

(dd) “ NYSE ” means the New York Stock Exchange.

(ee) “ Option ” means an Award granted under Section 7 of the Plan.

(ff) “ Option Period ” has the meaning given such term in Section 7(c) of the Plan.

(gg) “ Other Stock-Based Award ” means an Award granted under Section 10 of the Plan.

(hh) “ Participant ” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to the Plan.

(ii) “ Performance Compensation Award ” means any Award designated by the Committee as a Performance Compensation

Award pursuant to Section 11 of the Plan.

(jj) “ Performance Criteria ” means the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goals for a Performance Period with respect to any Performance Compensation Award under the Plan.

(kk) “ Performance Formula ” means, for a Performance Period, the one or more objective formulae applied against the relevant

Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.

(ll) “ Performance Goals ” means, for a Performance Period, the one or more goals established by the Committee for the

Performance Period based upon the Performance Criteria.

(mm) “ Performance Period ” means the one or more periods of time of not less than 12 months, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award.

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(nn) “ Permitted Transferee ” has the meaning set forth in Section 14(b) of the Plan.

(oo) “ Person ” means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision).

(pp) “ Plan ” means this Adeptus Health Inc. 2014 Omnibus Incentive Plan, as it may be amended from time to time.

(qq) “ Restricted Period ” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

(rr) “ Restricted Stock ” means Common Stock, subject to certain specified restrictions (which may include, without limitation, a

requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(ss) “ Restricted Stock Unit ” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other

securities or other property, subject to certain restrictions (which may include, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(tt) “ SAR Period ” has the meaning given such term in Section 8(c) of the Plan.

(uu) “ Securities Act ” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

(vv) “ Service Recipient ” means, with respect to a Participant holding a given Award, either the Company or an Affiliate of the

Company by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides, or following a Termination was most recently providing, services, as applicable.

(ww) “ Stock Appreciation Right ” or “ SAR ” means an Award granted under Section 8 of the Plan.

(xx) “ Strike Price ” has the meaning given such term in Section 8(b) of the Plan.

(yy) “ Subsidiary ” means, with respect to any specified Person: (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of

such entity’s voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or 6

stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(ii) any partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or

the managing general partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

(zz) “ Substitute Award ” has the meaning given such term in Section 5(e) of the Plan.

(aaa) “ Sub-Plans ” means, any sub-plan to this Plan that has been adopted by the Board or the Committee for the purpose of permitting the offering of Awards to employees of certain Designated Foreign Subsidiaries or otherwise outside the United States of America, with each such sub-plan designed to comply with local laws applicable to offerings in such foreign jurisdictions. Although any Sub-Plan may be designated a separate and independent plan from the Plan in order to comply with applicable local laws, the Absolute Share Limit shall apply in the aggregate to the Plan and any Sub-Plan adopted hereunder.

(bbb) “ Termination ” means the termination of a Participant’s employment or service, as applicable, with the Service Recipient. 3. Effective Date; Duration . The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and

after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however , that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.

4. Administration.

(a) The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan) or necessary to obtain the exception for performance-based compensation under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the time he or she takes any action with respect to an Award under the Plan that is intended to qualify for the exemptions provided by Rule 16b-3 or to qualify as performance-based compensation under Section 162(m) of the Code, as applicable, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any action by the Committee that is otherwise valid under the Plan.

(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition

to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine

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whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (x) adopt Sub-Plans.

(c) Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-

dealer quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of the Company or any Subsidiary the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards to Non-Employee Directors. Notwithstanding the foregoing in this Section 4(c), it is intended that any action under the Plan intended to qualify for the exemptions provided by Rule 16b-3 under the Exchange Act, and/or the exceptions under Section 162(m) of the Code related to persons who are subject to Section 16 of the Exchange Act and/or who are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code, will be taken only by the Board or by a committee or subcommittee of two or more Eligible Directors. However, the fact that any member of such committee or subcommittee shall fail to qualify as an Eligible Director shall not invalidate any action that is otherwise valid under the Plan.

(d) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under

or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any of its Affiliates, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.

(e) No member of the Board, the Committee or any employee or agent of the Company or any Subsidiary (each such person, an

“ Indemnifiable Person ”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award hereunder (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or

8

proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken or determination made under the Plan or any Award agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined as provided below that the Indemnifiable Person is not entitled to be indemnified); provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s or any Subsidiary’s organizational documents, as a matter of law, individual indemnification agreement or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.

(f) Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from

time to time, grant Awards and administer the Plan with respect to such Awards. Any such actions by the Board shall be subject to the applicable rules of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted. In any such case, the Board shall have all the authority granted to the Committee under the Plan.

5. Grant of Awards; Shares Subject to the Plan; Limitations .

(a) The Committee may, from time to time, grant Awards to one or more Eligible Persons.

(b) Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan, no more than 1,033,500 shares of Common Stock (the “ Absolute Share Limit ”) shall be available for Awards under the Plan; (ii) subject to Section 12 of the Plan, grants of Options or SARs under the Plan in respect of no more than 70,200 shares of Common Stock may be made to any individual Participant during any single fiscal year of the Company (for this purpose, if a SAR is granted in tandem with an Option (such that the SAR expires with respect to the number of shares of Common Stock for which the Option is exercised), only the shares underlying the Option shall count against this limitation); (iii) subject to Section 12 of the Plan, no more than the number of shares of Common Stock equal to the Absolute Share Limit may be issued in the aggregate pursuant to the exercise of Incentive

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Stock Options granted under the Plan; (iv) subject to Section 12 of the Plan, no more than 100,000 shares of Common Stock may be issued in respect of Performance Compensation Awards denominated in shares of Common Stock granted pursuant to Section 11 of the Plan to any individual Participant for a single fiscal year during a Performance Period (or with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year), or in the event such share denominated Performance Compensation Award is paid in cash, other securities, other Awards or other property, no more than the Fair Market Value of such shares of Common Stock on the last day of the Performance Period to which such Award relates; (v) the maximum number of shares of Common Stock subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during the fiscal year, shall not exceed $150,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes); and (vi) the maximum amount that can be paid to any individual Participant for a single fiscal year during a Performance Period (or with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year) pursuant to a Performance Compensation Award denominated in cash (described in Section 11(a) of the Plan) shall be $3,000,000.

(c) Other than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, terminated, settled

in cash, or otherwise is settled without delivery to the Participant of the full number of shares of Common Stock to which the Award related, the undelivered shares will again be available for grant. Shares of Common Stock withheld in payment of the exercise price or taxes relating to an Award and shares equal to the number of shares surrendered in payment of any Exercise Price or Strike Price, or taxes relating to an Award, shall be deemed to constitute shares not issued to the Participant and shall be deemed to again be available for Awards under the Plan; provided, however , that such shares shall not become available for issuance hereunder if either: (i) the applicable shares are withheld or surrendered following the termination of the Plan; or (ii) at the time the applicable shares are withheld or surrendered, it would constitute a material revision of the Plan subject to stockholder approval under any then-applicable rules of the national securities exchange on which the Common Stock is listed.

(d) Shares of Common Stock issued by the Company in settlement of Awards may be authorized and unissued shares, shares

held in the treasury of the Company, shares purchased on the open market or by private purchase or a combination of the foregoing.

(e) Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by the Company or with which the Company combines (“ Substitute Awards ”). Substitute Awards shall not be counted against the Absolute Share Limit; provided , that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number of shares of Common Stock available for Awards of Incentive Stock Options under the Plan. Subject to applicable stock exchange requirements, available shares under a stockholder approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for

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Awards under the Plan and shall not reduce the number of shares of Common Stock available for issuance under the Plan.

6. Eligibility . Participation in the Plan shall be limited to Eligible Persons. 7. Options .

(a) General . Each Option granted under the Plan shall be evidenced by an Award agreement, in written or electronic form, which agreement need not be the same for each Participant. Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

(b) Exercise Price . Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“

Exercise Price ”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant); provided, however , that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share on the Date of Grant.

(c) Vesting and Expiration; Termination .

(i) Options shall vest and become exercisable in such manner and on such date or dates or upon such events as

determined by the Committee; provided , however , that notwithstanding any such vesting dates or events, the Committee may in its sole discretion accelerate the vesting of any Options at any time and for any reason. Options shall expire upon a date determined by the Committee, not to exceed 10 years (the “ Option Period ”); provided , that if the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then the Option Period shall be automatically extended until the 30

11

th

day following the expiration of such prohibition. Notwithstanding the foregoing, in no event shall the Option Period exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate.

(ii) Unless otherwise provided by the Committee, whether in an Award agreement or otherwise, in the event of: (A) a

Participant’s Termination by the Service Recipient for Cause, all outstanding Options granted to such Participant shall immediately terminate and expire; (B) a Participant’s Termination due to death or Disability, each outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for one year thereafter (but in no event beyond the expiration of the Option Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for 90 days thereafter (but in no event beyond the expiration of the Option Period).

(d) Method of Exercise and Form of Payment . No shares of Common Stock shall be issued pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld. Options which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company (or telephonic instructions to the extent provided by the Committee) in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable: (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual issuance of such shares to the Company); provided , that such shares of Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit in its sole discretion, including, without limitation (A) in other property having a fair market value on the date of exercise equal to the Exercise Price; (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise issuable in respect of an Option that are needed to pay the Exercise Price and all applicable required withholding and any other applicable taxes. Any fractional shares of Common Stock shall be settled in cash.

(e) Notification upon Disqualifying Disposition of an Incentive Stock Option . Each Participant awarded an Incentive Stock

Option under the Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying

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disposition is any disposition (including, without limitation, any sale) of such Common Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession, as agent for the applicable Participant, of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Common Stock.

(f) Compliance With Laws, etc . Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an

Option in a manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as amended from time to time, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.

8. Stock Appreciation Rights .

(a) General . Each SAR granted under the Plan shall be evidenced by an Award agreement. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.

(b) Strike Price . Except as otherwise provided by the Committee in the case of Substitute Awards, the strike price (“ Strike

Price ”) per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted shall have a Strike Price equal to the Exercise Price of the corresponding Option.

(c) Vesting and Expiration; Termination .

(i) A SAR granted in connection with an Option shall become exercisable and shall expire according to the same

vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner and on such date or dates or upon such events as determined by the Committee; provided , however , that notwithstanding any such vesting dates or events, the Committee may in its sole discretion accelerate the vesting of any SAR at any time and for any reason. SARs shall expire upon a date determined by the Committee, not to exceed 10 years (the “ SAR Period ”); provided , that if the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition.

(ii) Unless otherwise provided by the Committee, whether in an Award agreement or otherwise, in the event of: (A) a

Participant’s Termination by the Service

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Recipient for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire; (B) a Participant’s Termination due to death or Disability, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for one year thereafter (but in no event beyond the expiration of the SAR Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for 90 days thereafter (but in no event beyond the expiration of the SAR Period).

(d) Method of Exercise . SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded.

(e) Payment . Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares

subject to the SAR that are being exercised multiplied by the excess of the Fair Market Value of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash.

(f) Substitution of SARs for Nonqualified Stock Options . The Committee shall have the authority in its sole discretion to

substitute, without the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in shares of Common Stock (or settled in shares or cash in the sole discretion of the Committee) for outstanding Nonqualified Stock Options; provided that (i) the substitution shall not otherwise result in a modification of the terms of any such Nonqualified Stock Option; (ii) the number of shares of Common Stock underlying the substituted SARs shall be the same as the number of shares of Common Stock underlying such Nonqualified Stock Options; and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Nonqualified Stock Options.

9. Restricted Stock and Restricted Stock Units .

(a) General . Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement. Each Restricted Stock and Restricted Stock Unit so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.

(b) Stock Certificates and Book-Entry; Escrow or Similar Arrangement . Upon the grant of Restricted Stock, the Committee

shall cause a stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered in the name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release of the applicable restrictions, the

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Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver (in a manner permitted under Section 14(a) of the Plan or as otherwise determined by the Committee) an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including, without limitation, the right to vote such Restricted Stock; provided that if the lapsing of restrictions with respect to any grant of Restricted Stock is contingent on satisfaction of performance conditions (other than or in addition to the passage of time), any dividends payable on such shares of Restricted Stock shall be held by the Company and delivered (without interest) to the Participant within 15 days following the date on which the restrictions on such Restricted Stock lapse (and the right to any such accumulated dividends shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate). To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company.

(c) Restricted Period; Termination .

(i) The Restricted Period with respect to Restricted Stock and Restricted Stock Units shall lapse in such manner and on

such date or dates or upon such events determined by the Committee; provided , however , that notwithstanding any such dates or events, the Committee may in its sole discretion accelerate the lapse of the Restricted Period at any time and for any reason.

(ii) Unless otherwise provided by the Committee, whether in an Award agreement or otherwise, in the event of a

Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock or Restricted Stock Units, as applicable, have vested (i) all vesting with respect to such Participant’s Restricted Stock or Restricted Stock Units shall cease and (ii) unvested shares of Restricted Stock and unvested Restricted Stock Units, as applicable, shall be forfeited to the Company by the Participant, for no consideration, as of the date of such Termination.

(d) Issuance of Restricted Stock and Settlement of Restricted Stock Units . (i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth

in the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall issue to the Participant, or his or her beneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry notation) evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if

15

any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value (on the date of distribution) equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.

(ii) Unless otherwise provided by the Committee in an Award agreement or otherwise, upon the expiration of the

Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall issue to the Participant, or his or her beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit; provided, however , that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part shares of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units; or (ii) defer the issuance of shares of Common Stock (or cash or part shares of Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period if such extension would not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of issuing shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units. To the extent provided in an Award agreement, the holder of outstanding Restricted Stock Units shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, at the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying Restricted Stock Units are settled following the release of restrictions on such Restricted Stock Units, and, if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent payments.

(e) Legends on Restricted Stock . Each certificate, if any, or book-entry representing Restricted Stock awarded under the Plan, shall bear a legend or book-entry notation substantially in the form of the following, in addition to any other information the Company deems appropriate, until the lapse of all restrictions with respect to such shares of Common Stock:

TRANSFER OF [THIS CERTIFICATE AND] THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE ADEPTUS HEALTH INC. 2014 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT BETWEEN ADEPTUS HEALTH INC. AND PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ADEPTUS HEALTH INC.

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10. Other Stock-Based Awards . The Committee may issue unrestricted Common Stock, rights to receive grants of Awards at

a future date, or other Awards denominated in Common Stock (including, without limitation, performance shares or performance units), under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Other Stock-Based Award granted under the Plan shall be evidenced by an Award agreement. Each Other Stock-Based Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.

11. Performance Compensation Awards .

(a) General . The Committee shall have the authority, at or before the time of grant of any Award, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. The Committee shall also have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything in the Plan to the contrary, if the Company determines that a Participant who has been granted an Award designated as a Performance Compensation Award is not (or is no longer) a “covered employee” (within the meaning of Section 162(m) of the Code), the terms and conditions of such Award may be modified without regard to any restrictions or limitations set forth in this Section 11 (but subject otherwise to the provisions of Section 13 of the Plan).

(b) Discretion of Committee with Respect to Performance Compensation Awards . With regard to a particular Performance

Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s) that is (are) to apply and the Performance Formula(e). Within the first 90 days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.

(c) Performance Criteria . The Performance Criteria that will be used to establish the Performance Goal(s) may be based on the

attainment of specific levels of performance of the Company (and/or one or more Affiliates, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing) and shall be limited to the following, which may be determined in accordance with generally accepted accounting principles (“ GAAP ”) or on a non-GAAP basis: (i) net earnings, net income (before or after taxes) or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may but are not required to be measured on a per share basis; (viii) earnings before or after interest,

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taxes, depreciation and/or amortization without or without adjustment for specified items (including EBIT, EBITDA and adjusted EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage year-end cash position or book value; (xxvii) strategic objectives; or (xxviii) any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another Performance Criteria, or used on an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole or any divisions or operational and/or business units, product lines, brands, business segments, administrative departments of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period.

(d) Modification of Performance Goal(s) . In the event that applicable tax and/or securities laws change to permit Committee

discretion to alter the governing Performance Criteria without obtaining stockholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining stockholder approval. Unless otherwise determined by the Committee at the time a Performance Compensation Award is granted, the Committee shall, during the first 90 days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority at such time would not cause the Performance Compensation Awards granted to any Participant for such Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, specify adjustments or modifications to be made to the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (vi)

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acquisitions or divestitures; (vii) any other specific, unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) discontinued operations and nonrecurring charges; and (x) a change in the Company’s fiscal year.

(e) Payment of Performance Compensation Awards .

(i) Condition to Receipt of Payment . Unless otherwise provided in the applicable Award agreement, a Participant

must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.

(ii) Limitation . Unless otherwise provided in the applicable Award agreement, a Participant shall be eligible to

receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.

(iii) Certification . Following the completion of a Performance Period, the Committee shall review and certify in

writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion.

(iv) Use of Negative Discretion . In determining the actual amount of an individual Participant’s Performance

Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion. Unless otherwise provided in the applicable Award agreement, the Committee shall not have the discretion to: (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section 5 of the Plan.

(f) Timing of Award Payments . Unless otherwise provided in the applicable Award agreement, Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11. Any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (i) with respect to a Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (ii) with respect to a Performance Compensation Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a share of Common Stock from the date such Award is deferred to the payment date. Any Performance Compensation Award that is deferred

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and is otherwise payable in shares of Common Stock shall be credited (during the period between the date as of which the Award is deferred and the payment date) with dividend equivalents (in a manner consistent with the methodology set forth in the last sentence of Section 9(d)(ii) of the Plan).

12. Changes in Capital Structure and Similar Events . In the event of (a) any dividend (other than regular cash dividends) or

other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the shares of Common Stock or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including, without limitation, any or all of the following:

(i) adjusting any or all of (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the

number of Awards which may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan); and (C) the terms of any outstanding Award, including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate; (2) the Exercise Price or Strike Price with respect to any Award; or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);

(ii) providing for a substitution or assumption of Awards (or awards of an acquiring company), accelerating the

exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time (which shall not be required to be more than 10 days) for Participants to exercise outstanding Awards prior to the occurrence of such event (and any such Award not so exercised shall terminate upon the occurrence of such event); and

(iii) cancelling any one or more outstanding Awards and causing to be paid to the holders holding vested Awards

(including any Awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event), including, without limitation, in the case of an outstanding Option or

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SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor);

provided, however , that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Any such adjustment shall be conclusive and binding for all purposes. Payments to holders pursuant to clause (iii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction, the holder of the number of shares of Common Stock covered by the Award at such time (less any applicable Exercise Price or Strike Price). In addition, prior to any payment or adjustment contemplated under this Section 12, the Committee may require a Participant to (A) represent and warrant as to the unencumbered title to his Awards; (B) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Stock and (C) deliver customary transfer documentation as reasonably determined by the Committee.

13. Amendments and Termination .

(a) Amendment and Termination of the Plan . The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided , that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if: (i) such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 12 of the Plan) or (iii) it would materially modify the requirements for participation in the Plan; provided, further , that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 13(b) of the Plan without stockholder approval.

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(b) Amendment of Award Agreements . The Committee may, to the extent consistent with the terms of any applicable Award

agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively (including after a Participant’s Termination); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further , that without stockholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR; (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment that is greater than the intrinsic value (if any) of the cancelled Option or SAR and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted.

14. General . (a) Award Agreements . Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the

Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation, the effect on such Award of the death, Disability or Termination of a Participant, or of such other events as may be determined by the Committee. For purposes of the Plan, an Award agreement may be in any such form (written or electronic) as determined by the Committee (including, without limitation, a Board or Committee resolution, an employment agreement, a notice, a certificate or a letter) evidencing the Award. The Committee need not require an Award agreement to be signed by the Participant or a duly authorized representative of the Company.

(b) Nontransferability . (i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if

permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant (including, without limitation, except as may be prohibited by applicable law, pursuant to a domestic relations order) other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive

Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statement promulgated by the Securities and Exchange Commission (collectively, the “ Immediate Family Members ”); (B) a trust solely for the benefit of the Participant and his or her

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Immediate Family Members; (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members; or (D) a beneficiary to whom donations are eligible to be treated as “charitable contributions” for federal income tax purposes; (each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “ Permitted Transferee ”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.

(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the

Permitted Transferee and any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that: (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the Termination of the Participant under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement. (c) Dividends and Dividend Equivalents . The Committee in its sole discretion may provide a Participant as part of an Award

with dividends, dividend equivalents, or similar payments in respect of Awards, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including, without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards; provided , that no dividends, dividend equivalents or other similar payments shall be payable in respect of outstanding (i) Options or SARs; or (ii) unearned Performance Compensation Awards or other unearned Awards subject to performance conditions (other than or in addition to the passage of time) (although dividends, dividend equivalents or other similar payments may be accumulated in respect of unearned Awards and paid within 15 days after such Awards are earned and become payable or distributable).

(d) Tax Withholding .

(i) A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have

the right and is hereby authorized to withhold,

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from any cash, shares of Common Stock, other securities or other property issuable or deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding or any other applicable taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding or any other applicable taxes.

(ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant

to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that with respect to shares withheld pursuant to clause (B), the number of such shares may not have a Fair Market Value greater than the minimum required statutory withholding liability. (e) No Claim to Awards; No Rights to Continued Employment; Waiver . No employee of the Company or any Affiliate, or

other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or any Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award agreement, except to the extent of any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

(f) International Participants . With respect to Participants who reside or work outside of the United States of America and who

are not (and who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may, in its sole discretion, amend the terms of the Plan or Sub-Plans or outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.

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(g) Designation and Change of Beneficiary . Each Participant may file with the Committee a written designation of one or more

persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however , that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.

(h) Termination . Except as otherwise provided in an Award agreement, unless determined otherwise by the Committee at any

point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with one Service Recipient to employment or service with another Service Recipient (or vice-versa) shall be considered a Termination; and (ii) if a Participant undergoes a Termination of employment, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be considered a Termination for purposes of the Plan. Further, unless otherwise determined by the Committee, in the event that any Service Recipient ceases to be an Affiliate of the Company (by reason of sale, divestiture, spin-off or other similar transaction), unless a Participant’s employment or service is transferred to another entity that would constitute a Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction.

(i) No Rights as a Stockholder . Except as otherwise specifically provided in the Plan or any Award agreement, no person shall

be entitled to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been issued or delivered to such person.

(j) Government and Other Regulations .

(i) The obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject

to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act

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any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of the Company or any Affiliate issued under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award agreement, the Federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on certificates representing shares of Common Stock or other securities of the Company or any Affiliate issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities of the Company or any Affiliate issued under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.

(ii) The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or

contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or issued, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of issuance of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof. (k) No Section 83(b) Elections Without Consent of Company . No election under Section 83(b) of the Code or under a similar

provision of law may be made unless expressly permitted by the terms of the applicable Award agreement or by action of the Committee in writing prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.

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(l) Payments to Persons Other Than Participants . If the Committee shall find that any person to whom any amount is payable

under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(m) Nonexclusivity of the Plan . Neither the adoption of this Plan by the Board nor the submission of this Plan to the

stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

(n) No Trust or Fund Created . Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of

any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(o) Reliance on Reports . Each member of the Committee and each member of the Board shall be fully justified in acting or

failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself.

(p) Relationship to Other Benefits . No payment under the Plan shall be taken into account in determining any benefits under

any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan or as required by applicable law.

(q) Governing Law . The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware

applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

(r) Severability . If any provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid,

illegal, or unenforceable in any jurisdiction or as to any

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person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(s) Obligations Binding on Successors . The obligations of the Company under the Plan shall be binding upon any successor

corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

(t) 409A of the Code .

(i) Notwithstanding any provision of the Plan to the contrary, it is intended that the provisions of this Plan comply

with Section 409A of the Code, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with this Plan (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as separate payments.

(ii) Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning

of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.

(iii) Unless otherwise provided by the Committee in an Award agreement or otherwise, in the event that the timing of

payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation

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pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder or (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder. (u) Clawback/Forfeiture . Notwithstanding anything to the contrary contained herein, an Award agreement may provide that the

Committee may in its sole discretion cancel such Award if the Participant has engaged in or engages in any Detrimental Activity. The Committee may also provide in an Award agreement that if the Participant otherwise has engaged in or engages in any Detrimental Activity, the Participant will forfeit any gain realized on the vesting or exercise of such Award, and must repay the gain to the Company. The Committee may also provide in an Award agreement that if the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

(v) Expenses; Gender; Titles and Headings . The expenses of administering the Plan shall be borne by the Company and its

Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

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