Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Execution Version

CONFIDENTIAL AGREEMENT

This Confidential Agreement (the “Agreement”) is made and entered into this 30th day of June, 2015 (the “Effective Date”), by and between (a) Nobilis Health Corp., a British Columbia corporation (“Parent”), (b) Northstar Healthcare Subco, LLC, a Delaware limited liability company (“Subco,” and, together with Parent, “Nobilis”), (c) Athas Health, LLC, a Texas limited liability company (“Athas”), (d) [***], and (d) the other persons executing this Agreement as reflected on the signature pages hereto (collectively, the “Athas Sellers”). Nobilis, Athas and the Athas Sellers may be referred to collectively as the “Parties,” or as appropriate, any one of the Parties may be referred to as “Party.” Capitalized words not otherwise defined herein are defined in the MIPA (defined below). In exchange for the Consideration set forth below (as defined herein), the Parties agree to all of the terms and conditions stated herein, including the recitals, which are of material consideration hereto:

RECITALS

WHEREAS, Nobilis and Athas Sellers are parties to that certain Membership Interest Purchase Agreement (the “MIPA”) dated as of November 26, 2014 (the “Closing Date”), which is attached hereto as Exhibit 1, whereby Subco purchased 100% of the membership interest in Athas (the “Membership Interest”) from the Athas Sellers;

WHEREAS, as additional consideration for the purchase of the Membership Interest, the Athas Sellers are currently owed, in the aggregate, 4,666,667 shares of Nobilis common stock, of which half was to be paid to the Athas Sellers on the first anniversary of the MIPA’s closing date and half was to be paid on the second anniversary of the MIPA’s closing date (collectively, the “Contingent Shares”);

WHEREAS, [***];

WHEREAS, [***];

WHEREAS, Nobilis also believes that it is or may be entitled to recover [***] of the [***] which total, in the aggregate, One Million Seven Hundred Thousand Dollars ($1,700,000.00) [***], and Nobilis believes that it will be entitled to collect [***], personally, Eight Hundred Fifty Thousand Dollars ($850,000.00) [***] to cover certain expenses related to [***], all of which [***] have contested;

WHEREAS, [***];

WHEREAS, [***];

WHEREAS, the matters described in these recitals are the hereinafter referred to as the “Disputes”;

WHEREAS, each Party denies all of the claims alleged against it related to or arising out of the Disputes; and

WHEREAS, in order to avoid further time, expense and uncertainties of litigation, the Parties desire to settle and resolve their differences in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the respective promises and the Consideration of the Parties set forth herein, the Parties hereby agree to compromise and settle all disputes between them relating to the matters made the basis of the Disputes, or related to or arising out of the Disputes, as more fully set forth in the Disputes, and as more fully set forth herein.

In order to assure the Athas Sellers of their ability to utilize Rule 144 as described in Section 2a above, Nobilis hereby covenants (i) to respond to requests for transfer of Closing Shares or Settlement Shares (and removal of restrictive legends thereon) within five business days of the date that Rule 144 paperwork is submitted on behalf of an Athas Seller by the applicable securities brokerage firm and (ii) to provide the opinion of counsel within such time period at its expense to Nobilis’ transfer agent that may be required for the transfer of such Common Shares pursuant to Rule 144.

On the Effective Date, the indemnification provided for in the MIPA’s Article XI shall terminate with respect to claims for indemnity between any Party to this Agreement and no Party shall bring any claim pursuant to such Article XI thereafter; provided, however, the foregoing shall not apply with respect to the Non-Party Sellers as set forth in Section I(C)(8) above.

Nobilis, Athas and [***] each (on behalf of itself and its respective subsidiaries) do hereby fully RELEASE, ACQUIT AND FOREVER DISCHARGE each of the Athas Sellers (and their respective affiliates), individually and collectively, and Chris Lloyd, individually and in his capacities as an officer, director and/or manager of each Nobilis, Athas and [***] (and each of their respective subsidiaries), from any and all claims, demands, causes of action, liabilities, expenses or costs of any character or nature, known or unknown, asserted or that could have been asserted (i) in the Disputes, and/or which arise out of the matters made or that could have been made the basis of the Disputes, or (ii) in connection with the negotiation and execution of this Agreement, in each case including, but not limited to, any and all claims, arising out of contracts, torts, or property rights, whether arising under statutory or common law, at law or in equity, that are now recognized by law, statute, regulation, judicial decision, INCLUDING, BUT NOT LIMITED TO, the following: all actual damages; exemplary, treble or punitive damages, penalties of any kind; loss of income; common law and statutory penalties; damages to real or personal property or property rights; economic or business losses; all claims for attorneys’ fees and costs; prejudgment and post-judgment interest, and injunctive relief. This release does not apply to the performance by an Athas Seller of its respective obligations under this Agreement or otherwise to any breach of this Agreement and any matter not contemplated by subparts (i) and (ii) of this Section II.

Each Athas Seller (on behalf of itself and its affiliates) does hereby fully RELEASE, ACQUIT AND FOREVER DISCHARGE (a) Chris Lloyd, individually, and in his capacity as an officer, director and/or manager of each of Nobilis, Athas and [***] (and each of their respective subsidiaries), (b) Steven Ganss in his capacity as Seller Representative, and (c) each of Nobilis, Athas and [***] (and each of their respective subsidiaries) from any and all claims, demands, causes of action, liabilities, expenses or costs of any character or nature, known or unknown, asserted or that could have been asserted (i) in the Disputes, and/or which arise out of the matters made or could have been made the basis of the Disputes, or (ii) in connection with the negotiation and execution of this Agreement, in each case including, but not limited to, any and all claims, arising out of contracts, torts, or property rights, whether arising under statutory or common law, at law or in equity, that are now recognized by law, statute, regulation, judicial decision, INCLUDING, BUT NOT LIMITED TO, the following: all actual damages; exemplary, treble or punitive damages, penalties of any kind; loss of income; common law and statutory penalties; damages to real or personal property or property rights; economic or business losses; all claims for attorneys’ fees and costs; prejudgment and post-judgment interest, and injunctive relief. This release does not apply to the performance by Nobilis, Athas or [***] of their respective obligations under this Agreement and any matter not contemplated by subparts (i) and (ii) of this Section III.

This Agreement is binding upon and inures to the benefit of the Parties, in all capacities, including their parent, subsidiary and affiliate corporations, attorneys, officers, directors, employees, agents, successors, heirs, predecessors, assigns and legal representatives, and anyone claiming by, through or under them. As part of the consideration, the Parties expressly represent and warrant for themselves, and their parent, subsidiary and affiliate corporations, attorneys, officers, directors, employees, agents, successors, heirs, predecessors, assigns and legal representatives that (1) the undersigned is legally competent and authorized to execute this Agreement, and (2) the Party has not assigned, pledged or otherwise in any manner whatsoever sold or transferred any right, title or interest which it had or may have in the claims hereby released or the Disputes.

In exchange for the Consideration and Releases herein, and except as may be required for the dismissal of the Lawsuit and related proceedings, or the enforcement or carrying out the terms of this Agreement, the Parties agree to keep the nature and terms of this Agreement, and the Consideration, as well as any negotiations relating thereto (referred to collectively as “Confidential Information”), confidential through, and further agree not to divulge Confidential Information to any persons (including, but not limited to, any experts, third parties, consultants, witnesses, and/or agents or representatives of the press of media), except to their attorneys, accountants, financial advisors and like professionals, as reasonably necessary, in the ordinary course of handling the Disputes and the ordinary course of business and as required by law. Public dissemination and disclosure to the press or media shall not be deemed to be in the ordinary course of handling the Disputes or the ordinary course of business. If inquiry is made, a Party may respond that the Disputes have been amicably resolved or settled by mutual agreement. The Parties acknowledge that the harm caused by a breach of this Confidentiality provision is difficult to estimate or incapable of estimation, and that any breach of this Confidentiality provision shall entitle a non-breaching Party to immediate injunctive relief, together with all costs and fees associated with seeking such relief. Notwithstanding the foregoing provisions, in the event that Nobilis should be required by applicable law (which, for the avoidance of doubt, includes obligations pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended) or legal process to disclose any Confidential Information, or to the extent that, in Nobilis’ counsel’s reasonable discretion, disclosure of the terms of this Agreement is necessary to effectuate the purpose of this Agreement (which, for the avoidance of doubt, includes disclosure in connection with any registration of the Closing Shares and the Settlement Shares under the Securities Act), such disclosure shall not constitute a breach of this Confidentiality provision.

All agreements and understandings of all parties are embodied and expressed in this Agreement; and no other representation of any kind has been made to either Party with respect to this settlement by the other Party or any other person, firm, association, corporation, or other entity acting on its behalf except as expressly set forth herein.

The provisions of this Agreement are severable. If for any reason any provision of this Agreement is determined to be invalid, unenforceable, or contrary to any existing or future law to any extent, such provision shall be enforced to the extent permissible under the law and such invalidity, unenforceability, or illegality shall not impair the operations of or otherwise affect those portions of this Agreement which are valid, enforceable, and legal. No Party to this Agreement shall initiate any proceeding challenging the validity or enforceability of any provision of this Agreement once it has been signed. The Parties reserve only their right to enforce the terms and provisions of this Agreement to the extent that they are not fully performed by any other Party.

This Agreement is entered into, and shall be governed by, construed in accordance with, and enforced under the laws of the State of Texas. The terms and conditions contained in this Agreement are not mere recitals, but are obligations binding the Parties in accordance with, and to the fullest extent of, Texas law.

This Agreement has been prepared jointly by the Parties, and each Party has had an opportunity to consult with legal counsel concerning its content. No ambiguity in the language of this Agreement shall be construed against any Party, and no presumption or burden of proof shall arise favoring or disfavoring any Party because of the authorship of any provision of this Agreement.

This Agreement is a fully integrated agreement. It contains the full and final expression of the Parties relative to its subject matter and all the promises and covenants exchanged by the Parties. This Agreement constitutes the entire contract between the Parties and supersedes any and all prior or contemporaneous agreements, communications, or understandings, whether written or unwritten, between or among any of the Parties with respect to the matters set forth herein. It is intended by the Parties that this Agreement shall be complete and shall not be subject to the claim of mistake of fact or law by the Parties. It is expressly understood and agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect whatsoever except by an executed written agreement. The Parties hereto agree that they will make no claim at any time or place that this Agreement has been orally altered or modified or otherwise changed by oral communication of any kind or character. The waiver by either Party hereto of any breach of any provision of this Agreement shall not constitute or operate as a waiver of any breach or any other provision herein, nor shall failure to enforce any provision herein operate as a waiver at such time or at any future time of performance of any other provision herein.

This Agreement may be executed in one or more counterparts by each Party hereto (including by facsimile or .pdf file by electronic mail), each of which shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement.

[Remainder of page intentionally left blank. Signature pages follows.]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered on the date inscribed below their respective signatures, and the individuals signing this Agreement warrant and represent that they have the authority to bind themselves and the Parties to the terms of this Agreement.

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Schedule 1

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Schedule 2

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Schedule 3

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Schedule 4

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