Exhibit 10.2

Note: Information has been omitted from this agreement pursuant to a request for
confidential treatment, and such information has been separately filed with the Securities and
Exchange Commission. The omitted information has been marked with a bracketed asterisk (“[*]”).

Execution Version

OPERATING AGREEMENT

OF

FTH DFW PARTNERS LLC

THIS OPERATING AGREEMENT OF FTH DFW PARTNERS LLC (this “Agreement”) is entered into as of May 10, 2016 (the “Effective Date”), by and between TEXAS HEALTH RESOURCES, a Texas non-profit corporation (“THR”), and ADPT DFW HOLDINGS LLC (“Adeptus”), each as members of FTH DFW PARTNERS LLC, a Texas limited liability company (“Company”).

RECITALS

A.THR and Adeptus (sometimes collectively referred to as “Members” and individually as a “Member”) formed Company for the purpose of developing, owning, acquiring and/or operating freestanding emergency room facilities and one or more general acute care hospital(s) in Collin, Dallas, Denton, Ellis, Hood, Johnson, Kaufman, Parker, Rockwall, Tarrant and Wise counties in the State of Texas.

B.By executing this Agreement, each Member hereby (i) ratifies the formation of Company and the filing of the Certificate of Formation of Company, (ii) confirms and agrees to such Member’s status as a member of Company, and (iii) continues the existence of Company for the purposes hereinafter set forth, subject to the terms and conditions hereof.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. For purposes of this Agreement, the following additional defined terms shall be used:

“Act” means the Texas Limited Liability Company Act, as set forth in Texas Business Organizations Code Sections 3-101, et seq., as amended from time to time, and any successor to such Act.

“Additional Capital Contribution(s)” has the meaning set forth in Section 4.01(b).

“Adeptus” has the meaning set forth in the Preamble.

“Adeptus Chain Affiliate” means any Affiliate of Adeptus Parent that, directly or indirectly through one or more Affiliates of Adeptus Parent controlled by such Affiliate of Adeptus Parent, owns or holds an Ownership Percentage Interest in Company (provided that

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

such Affiliate of Adeptus Parent is in the direct chain of ownership between Adeptus Parent and Company).

“Adeptus Competitor” [*].

“Adeptus Hospital Facility” means any facility (excluding a free standing ER facility) separately licensed as a general acute care hospital under the law of the applicable location within the Restricted Area that is wholly-owned or controlled by Adeptus Parent.

“Adeptus Management” means the senior management of Adeptus Parent, as designated by Adeptus Parent.

“Adeptus Parent” means Adeptus Health Inc., a Delaware corporation.

“Adeptus Purchase Event” has the meaning set forth in Section 7.03.

“Adeptus Purchase Notice” has the meaning set forth in Section 7.03(b).

“Adeptus Purchase Option” has the meaning set forth in Section 7.03.

“Adeptus Put Events” has the meaning set forth in Section 7.05.

“Adeptus Put Notice” has the meaning set forth in Section 7.05(a).

“Adeptus Put Option” has the meaning set forth in Section 7.05.

“Affiliate” means, with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, any equity interest, or a membership interest in a non- stock corporation, by contract, by power granted in bylaws or similar governing documents or otherwise. Without limiting the foregoing, any ownership interest greater than fifty percent (50%) for purposes hereof constitutes “control”.

“Agreement” has the meaning set forth in the Preamble.

“Annual Budget” means the annual operating budget and capital expenditures budget for Company and each Company Facility each Fiscal Year.

“Appraised Value” means the Fair Market Value of the subject interest in Company as determined by an appraiser which, in all cases, shall (a) be based upon the assumption that Company will be an ongoing concern, and (b) take into account the anticipated changes in future revenue and expenses of Company and Company-Owned Entities, including any anticipated changes in the future revenue or expense of Company and Company-Owned Entities as a result of a Selling Member no longer being an owner or sponsor of Company, such as (i) any

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

interruption in business and/or reimbursement of services, (ii) any modification to or termination of managed care contracts or networks, and (iii) any change in branding and any costs associated therewith. The Fair Market Value of the subject interest in Company as determined by an appraiser (a) in the case Adeptus is selling its subject interest in Company to THR, shall be increased by the Unpaid Preferred Distribution and (b) in the case THR is selling its subject interest in Company to Adeptus, shall be decreased, but not below zero dollars ($0.00), by the Unpaid Preferred Distribution.

“Average Annualized EBITDA” means [*].

“Bankruptcy Event” means, with respect to any Person, the occurrence of any one or more of the following: (a) the Person is adjudicated as bankrupt or makes an assignment for the benefit of its creditors; (b) the Person files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, or similar relief under any Law or files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of such nature; (c) the Person seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Person or all or any substantial part of the Person’s property; (d) the Person is unable to get dismissed, within one hundred twenty (120) days after its commencement, any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Law; (e) the Person is unable to stay or vacate, within ninety (90) days after its commencement, the appointment without the Person’s consent or acquiescence of a trustee, receiver or liquidator of the Person or of all or any substantial part of the Person’s property and if the appointment is stayed as hereinabove provided, the appointment is not vacated within ninety (90) days after the expiration of any such stay, or (f) the Person is dissolved.

“Capital Account” has the meaning set forth in Section 4.05.

“Capital Call” has the meaning set forth in Section 4.01(b).

“Capital Call Notice” has the meaning set forth in Section 4.01(b).

“Capital Contribution” means either an Initial Capital Contribution or an Additional Capital Contribution by a Member.

“Cash Contribution” has the meaning set forth in Section 5.06(a)(iii).

“Change of Control” as to a Person means (a) an event, or sequence of related events, that result in any consolidation or merger of the Person with or into any limited liability company, partnership, corporation or other entity, or any other reorganization in which the owners having control of the Person immediately prior to such consolidation, merger or reorganization own less than fifty percent (50%) of the voting power of the surviving or successor entity immediately after such consolidation, merger or reorganization; (b) any transaction or series of related transactions to which the Person is a party in which at least fifty

percent (50%) of the Person’s outstanding voting power is transferred; (c) any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Person; provided, however, that a Change of Control will not include (i) any consolidation or merger effected exclusively to change the domicile of the Person, (ii) any conversion of the Person to another state law form of entity or (iii) normal turnover in the composition of a Person’s Board in accordance with its governing documents.

“CMS” means the Centers for Medicare & Medicaid Services.

“Company” has the meaning set forth in the Preamble.

“Company Facility” means each Hospital Facility and Freestanding ER Facility owned or operated by Company or any Company-Owned Entity.

“Company-Owned Entity” means any Person owned, directly or indirectly, in whole or in part, by Company.

“Competing Freestanding ER Facility” has the meaning set forth in Section 8.01.

“Competing Hospital Facility” has the meaning set forth in Section 8.01.

“Compliance Program” has the meaning set forth in Section 2.03(a)(iii).

“Computation Date” has the meaning set forth in Section 4.02(c)(i).

“Confidentiality and Trade Secret Rights” has the meaning set forth in Section 11.16.

“Conflicted Member” has the meaning set forth in Section 3.01(d).

“Conflicts of Interest Policy” means the conflicts of interest policy of Company.

“Contributed ER Business” means the freestanding emergency room facilities and hospital, and the business operations relating thereto, contributed by Adeptus and one or more of its Affiliates in accordance with Section 4.01(a) hereof, as more particularly described in the Initial Strategy Plan (as defined below) set forth on Exhibit A; provided, for purposes of clarity, that the Contributed ER Business shall not include any of the current assets (including without limitation accounts receivable), or current liabilities (including without limitation accounts payable), of the aforementioned facilities, hospital or operations existing as of the Effective Date.

“Contributing Member” has the meaning set forth in Section 4.02.

“Contribution Loan” has the meaning set forth in Section 4.02.

“Covered Person” means any Member, officer of Company or any Company-Owned Entity, any Person serving as a member of the Governing Board of Company, or any Person serving as a director, officer or agent of a Company-Owned Entity at the request of Company.

“Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable and recognized consistent

with GAAP with respect to an asset for such Fiscal Year or other period; provided,  however, that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or other period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction with respect to such asset for such Fiscal Year or other period bears to such beginning adjusted tax basis; and provided,  further, that if the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year or other period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Tax Matters Member.

“Development Budget” means the development plan and budget for each Company Facility that shall be established and recommended by Manager to the Governing Board in connection with the decision to develop any Company Facility not included in the Initial Strategy Plan, which plan and budget will include, without limitation, the costs of developing and opening a Company Facility, the costs of obtaining any required regulatory approvals, and any other development fees payable to any party, construction and equipment costs and the estimated initial working capital that will be needed to finance the start-up phase of operations at such Company Facility.

“Disinterested Member” has the meaning set forth in Section 3.01(d).

“Distributable Funds” means all cash funds of Company, as the case may be, on hand at the end of each quarter, less (a) provision for payment of all outstanding and unpaid current cash obligations of Company at the end of such quarter (including the management fee under the Management Agreement and any amounts payable thereunder that are in dispute and payments due to THR under the Support Agreement or the THR Trademark License Agreement including any amounts payable thereunder that are in dispute), and (b) provision for adequate reserves for reasonably anticipated cash and capital expenses and contingencies (which may include debt service on Company indebtedness and fees payable under written agreements with Affiliates) as determined by the Manager; provided, however, proceeds from the disposition of all or substantially all of Company’s assets shall not be included in Distributable Funds; and,  provided further, that Manager’s determination of Distributable Funds shall be subject to the imposition of additional requirements on Manager concerning the determination of Distributable Funds by Unanimous Board Action.

“Distributed Funds” means, with respect to any measurement period, the amount of funds distributed from Company to Adeptus pursuant to Section 5.06(a)(ii) of this Agreement.

“EBITDA” means, with respect to the Company and the Company-Owned Entities on a consolidated basis, for any period, an amount equal to the net income for such period plus the following to the extent deducted in calculating such net income: (i) interest charges for such period, (ii) the provision for federal, state, local and foreign income taxes (including Texas franchise taxes) for such period, and (iii) depreciation and amortization expenses for such period. To the extent that GAAP requires that equipment leases or real estate leases be treated as capital leases rather than operating leases, the total annual lease payment amounts paid on such capitalized leases shall also be deducted from net income in the determination of EBITDA. For

purposes of this Agreement, as of any date the determination of EBITDA (and all of its constituent parts) shall be determined in accordance with GAAP on a consolidated basis.

“EBITDA Failure” has the meaning set forth in Section 7.02(a)(v).

“Effective Date” means the date first above written.

“Exercise Notice” has the meaning set forth in Section 7.06(b).

“Fair Market Value” of any property means the cash price at which a willing and able seller would sell, and a willing and able buyer would buy, such property (a) in an arm’s-length transaction, (b) assuming that such property was being sold free of encumbrances and in a manner reasonably designed to solicit a broad range of possible buyers, and (c) assuming that both the buyer and seller have reasonable knowledge of relevant facts. For all purposes hereunder, Fair Market Value shall be determined without application of any discount based on minority or non-controlled position or on the illiquidity of the Member’s ownership interest.

“Federal Health Care Program” means and includes the Medicare and Medicaid programs, TRICARE, and any other federal health care program as defined in 42 U.S.C. § 1320a-7b(f), as amended from time to time.

“Financial Assistance and Emergency Medical Care Policies” means the THR financial assistance and emergency care policies, including related applications and notices, as such shall be amended from time to time by THR, which will be adopted by Company subject to the terms of this Agreement. The existing THR policies and related applications and notices are attached as Exhibit B to this Agreement.

“First and Second Appraisers” has the meaning set forth in Section 7.07(c).

“First Officer Term” means the period commencing upon the Effective Date and ending on December 31, 2017.

“Fiscal Year” means (a) the period commencing upon the formation of Company and ending on December 31, 2016, (b) any subsequent twelve (12) month period commencing on January 1 and ending on December 31, or (c) any portion of the period described in clause (b) of this definition for which Company is required to allocate Net Income or Net Loss and other items of Company income, gain, loss or deduction pursuant to the Agreement.

“Freestanding ER Facility” means each emergency room facility or center owned or operated by Company or any Company-Owned Entity and located at a separate physical location from any Hospital Facility owned or operated by Company or any Company-Owned Entity, whether separately licensed or included under any Hospital Facility license held by Company, any Company-Owned Entity or a Member.

“GAAP” means generally accepted accounting principles.

“Governing Board” has the meaning set forth in Section 3.01(a).

“Gross Asset Value” means, with respect to any asset, such asset’s adjusted basis for federal income tax purposes, except as follows:

(a)the initial Gross Asset Value of any asset contributed by a Member to Company shall be the gross Fair Market Value of such asset, as agreed to by the contributing Member and the Governing Board;

(b)the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross Fair Market Values, as determined by the Governing Board, as of the following times: (i) the acquisition of an additional interest in Company by any existing Member or additional Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by Company to a Member of more than a de minimis amount of Company assets as consideration for an interest in Company; and (iii) the liquidation of Company within the meaning of Regulations §1.704-1(b)(2)(ii)(g); provided,  however, that Gross Asset Values shall be adjusted pursuant to clause (i) and clause (ii) of this sentence only if the Governing Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in Company; and

(c)the Gross Asset Value of any Company asset distributed to any Member shall be the gross Fair Market Value of such asset on the date of distribution, as determined by the distributee Member and the Governing Board. If the Gross Asset Value of an asset has been determined or adjusted pursuant to subsection (a) or subsection (b) above, 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.

“Hospital Facility” means any facility (excluding a Free Standing ER Facility) separately licensed as a general acute care hospital under the law of the applicable location within the Restricted Area that is owned or operated by Company.

“Initial Capital Contribution(s)” has the meaning set forth in Section 4.01(a).

“Initial Strategy Plan” means the Initial Strategy Plan in the form attached as Exhibit A, which the Members acknowledge has been reviewed and approved by the Members and shall be diligently pursued and executed by Company, except as otherwise determined by the Governing Board, as specifically noted on Exhibit A and/or the Members in accordance with this Agreement.

“Initiating Member” has the meaning set forth in Section 7.06(b).

“IRC” means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding federal tax statute enacted after the date of this Agreement.

“Legal Impediment” has the meaning set forth in Section 9.02.

“Legal Impediment Negotiation Period” has the meaning set forth in Section 9.02.

“Line of Credit Agreement” means the working capital Line of Credit Agreement entered into by and between Company and Adeptus concurrently with the execution and delivery of this Agreement, as modified or amended by the parties thereto from time to time and adopted by the Governing Board in accordance with this Agreement.

“Liquidating Trustee” has the meaning set forth in Section 5.09.

“Lobbying Activities” are those activities that would constitute propaganda, or otherwise attempting, to influence legislation within the meaning of Section 501(c)(3) of the IRC.

“Losses” has the meaning set forth in Section 11.03.

“Major Decisions” has the meaning set forth in Section 3.01(b)(iv).

“Management Agreement” means the Management Services Agreement entered into by and between Company and Manager concurrently with the execution and delivery of this Agreement pursuant to which Manager provides day-to-day management services for the Company Facilities, as such Agreement may be modified or amended by the parties thereto from time to time and adopted by the Governing Board in accordance with this Agreement.

“Manager” means Adeptus Health Management LLC, a Texas limited liability company.

“Material Deadlock” means the Governing Board is unable, after commercially

reasonable efforts in good faith and at least two (2) duly held meetings of the Governing Board, to approve or disapprove any proposed action requiring approval of the Governing Board under this Agreement that, as a result of the deadlock with respect to such proposed action, has had or could reasonably be expected to have a material adverse effect on (a) the furtherance of the mission or the achievement of the purposes of Company, (b) the financial performance of Company, (c) the operations of Company Facilities, (d) the quality of services rendered by Company Facilities, or (e) the due exercise by a Member of its material rights hereunder.

“Medical Staff” has the meaning set forth in Section 10.01.

“Medical Staff Bylaws” has the meaning set forth in Section 10.01.

“Member(s)” has the meaning set forth in the Recitals.

“Net Income” or “Net Loss” means, for each fiscal period, an amount equal to Company’s taxable income or loss, as the case may be, for such period determined in accordance with Section 703(a) of the IRC (including for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(l) of the IRC), as adjusted as follows:

(a)any income of Company exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Loss pursuant to this definition shall be added to such taxable income or loss;

(b)any expenditures of Company described in §705(a)(2)(B) of the IRC (or treated as expenditures described in §705(a)(2)(B) of the IRC pursuant to Regulations §1.704-I(b)(2)(iv)(i) and not otherwise taken into account in computing Net Income or Net Loss pursuant to this definition shall be subtracted from such taxable income or loss;

(c)in the event the Gross Asset Value of any Company asset is adjusted in accordance with subsection (b) or subsection (c) of the definition of “Gross Asset Value” above, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Loss;

(d)gain or loss resulting from any disposition of any asset of Company with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(e)in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period, computed in accordance with the definition of “Depreciation” above; and

(f)notwithstanding any other provision of this definition, any items that are specially allocated pursuant to this Agreement shall not be taken into account in computing Net Income or Net Loss.

“Non-Contributing Member” has the meaning set forth in Section 4.02.

“Offeree Member” has the meaning set forth in Section 7.06(b).

“Officer” has the meaning set forth in Section 3.01(c)(i).

“Officer Term” has the meaning set forth in Section 3.01(c)(ii).

“OIG” means the Department of Health and Human Services Office of Inspector General.

“Outstanding Advance” has the meaning set forth in Section 5.06(c).

“Ownership Percentage Interests” has the meaning set forth in Section 4.03.

“Person” means and includes any individual, profit or nonprofit corporation, association, partnership (general, limited or limited liability), joint venture, trust, estate, limited liability company or other legal entity or organization.

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

“Preferred Distribution” means an amount equal to $[*] that shall become due and payable to Adeptus at the end of each calendar quarter from and after the Effective Date, which amount represents [*] the Contributed ER Business as of the Effective Date; provided that the first Preferred Distribution shall become due and payable at the end of the calendar quarter immediately following the Effective Date in the amount equal to the product of (a) $[*] and (b) a fraction, the numerator of which is the actual number of days that will elapse from the Effective Date to the end of the calendar quarter immediately following the Effective Date, and the denominator of which is the total number of days in the calendar quarter then ending. [*].

“Prime Rate” means that rate of interest equal to the United States prime interest rate as published from time to time by The Wall Street Journal.

“Purchasing Member” has the meaning set forth in Section 7.07(a).

“Put-Call Notice” has the meaning set forth in Section 7.06(b).

“Put-Call Purchase Price” has the meaning set forth in Section 7.06(b).

“Quality Assessment Program” has the meaning set forth in Section 2.03(b).

“Reasonable Compensation” as applied to the value of services means the amount that would ordinarily be paid for like services by like enterprises (whether taxable or tax-exempt) under like circumstances, as determined in manner consistent with the standards for determining reasonableness of compensation as set forth in Section 162 of the IRC.

“Recapture Claim” means any claim of disallowance or recapture by CMS, OIG, any State agency, or any other governmental or quasi-governmental authority with respect to (a) charges or billings for health care program enrollees or beneficiaries, (b) any alleged underpayment of any tax or assessment, (c) any civil monetary penalty or state equivalent fine, (d) retroactive determination of ineligibility for payment for DSH, UPL or any other stability or regulatory payment, or (e) any adjustment due to audit results.

“Regulations” means the income tax regulations and temporary regulations promulgated by the Internal Revenue Service, Department of Treasury, pursuant to the IRC.

“Regulatory Allocations” has the meaning set forth in Section 5.10.

“Related Party Transaction” means any lease, contract or agreement or any other transaction or arrangement involving payments or remuneration (a) between Company and any Member or an Affiliate of a Member; or (b) between any Company-Owned Entity and (i) any Member, (ii) any Affiliate of a Member, or (iii) any other Person (other than Company) that owns or holds a membership or other ownership interest in any Company-Owned Entity.

“Restricted Area” means Collin County, Texas, Dallas County, Texas, Denton County, Texas, Ellis County, Texas, Hood County, Texas, Johnson County, Texas, Kaufman County,

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

Texas, Parker County, Texas, Rockwall County, Texas, Tarrant County, Texas and Wise County, Texas.

“Selling Member” has the meaning set forth in Section 7.07(a).

“Support Agreement” means the Support Services Agreement entered into by and between Company and THR concurrently with the execution and delivery of this Agreement pursuant to which THR provides certain administrative and support services for Company Facilities, as such Agreement may be modified or amended by the parties thereto from time to time.

“Tax-Exempt Obligations” has the meaning set forth in Section 2.02(a).

“Tax-Exemption Impediment” means the existence, or operation of any term, covenant, condition or provision of this Agreement or any Related Party Transaction or any conduct of a Member that could (a) jeopardize the classification of THR or any tax-exempt Affiliate of THR as a tax-exempt organization and/or non-private foundation under Sections 501(c)(3) and 509(a) of the IRC, (b) jeopardize the exemption from taxation of any bonds issued on behalf of THR or any such Affiliates, (c) result in the imposition of intermediate sanctions on the Members (or their shareholders, officers, directors or trustees) pursuant to Section 4958 of the IRC, or (d) cause THR or any tax-exempt Affiliate of THR to recognize material amounts of “unrelated business taxable income” within the meaning of Section 511 of the IRC on income allocations received by THR from Company, such materiality to take into account all other THR income.

“Tax-Exemption Impediment Negotiation Period” has the meaning set forth in Section 9.01.

“Third Appraiser” has the meaning set forth in Section 7.07(c).

“THR” has the meaning set forth in the Preamble.

“THR Competitor” means [*].

“THR Hospital Facility” means any facility (excluding a free standing ER facility) separately licensed as a general acute care hospital under the law of the applicable location within the Restricted Area that is wholly-owned or controlled by THR.

“THR Indemnified Parties” has the meaning set forth in Section 11.03.

“THR Management” means the senior management of THR, as designated by THR.

“THR Purchase Events” has the meaning set forth in Section 7.02.

“THR Purchase Notice” has the meaning set forth in Section 7.02(b).

“THR Purchase Option” has the meaning set forth in Section 7.02.

“THR Put Event” has the meaning set forth in Section 7.04.

“THR Put Notice” has the meaning set forth in Section 7.04(a).

“THR Put Option” has the meaning set forth in Section 7.04.

“THR Put Right” has the meaning set forth in Section 7.06(a).

“THR Reserved Decisions” has the meaning set forth in Section 3.01(b)(iii).

“THR Trademark License Agreement” means the Trademark License Agreement entered into by and between THR and Company concurrently with the execution and delivery of this Agreement pursuant to which THR, under specified conditions, licenses to Company certain rights to use its name and trademark solely in connection with the branding of Company Facilities, as such Agreement may be modified or amended by the parties thereto from time to time.

“Three-Year Shortfall” has the meaning set forth in Section 7.03(a)(vii).

“Transfer” has the meaning set forth in Section 6.01.

“Unanimous Board Action” means the affirmative vote, consent or approval of all of the members of the Governing Board.

“Unpaid Preferred Distribution” means, as of any date, an amount equal to the aggregate Preferred Distribution that has become due and payable and not previously paid; provided that any amount advanced to Adeptus pursuant to Section 5.06(c) shall be treated as a Preferred Distribution that has been paid to Adeptus; provided further,  however, that any such amount advanced to Adeptus that becomes repaid to Company by Adeptus pursuant to Section 5.06(c) shall not be treated as Preferred Distribution that has been paid to Adeptus; and,  provided further, that on March 15 of each year, the following adjustments to the outstanding Unpaid Preferred Distribution accumulated over the previous year (and only for such previous year) shall be made: (a) if the aggregate Preferred Distribution with respect to such year is greater than the EBITDA with respect to such year, and the EBITDA with respect to such year is greater than Distributed Funds with respect to such year, then the Unpaid Preferred Distribution with respect to such year shall become an amount equal to EBITDA with respect to such year minus Distributed Funds with respect to such year; or (b) if the EBITDA with respect to such year is greater than the aggregate Preferred Distribution with respect to such year, and the aggregate Preferred Distribution with respect to such year is greater than the Distributed Funds with respect to such year, then the Unpaid Preferred Distribution with respect to such year shall become an

amount equal to the aggregate Preferred Distribution with respect to such year minus Distributed Funds with respect to such year; or (c) otherwise, the Unpaid Preferred Distribution with respect to such year shall become zero.

Section 1.02 Usage Generally; Interpretation. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. All references herein to Articles, Sections, subsections or paragraphs shall be deemed to be references to Articles, Sections, subsections or paragraphs of this Agreement unless the context otherwise requires.

ARTICLE II

FORMATION OF COMPANY

Section 2.01 Formation of Company. THR and Adeptus have formed Company as a limited liability company pursuant to the Act for the purposes set forth in this Agreement. Except as expressly provided to the contrary in this Agreement, the rights and obligations of the Members and the administration and termination of Company shall be governed by the Act. A Member’s interest in Company shall be personal property for all purposes. All real and other property owned by Company shall be deemed owned by Company as an entity, and none of the Members shall have any ownership interest in such property.

Section 2.02 Purposes and Scope of Company.

extent set forth in Section 9.01,  or (iii) a Member’s Ownership Percentage Interest being subject to a purchase event contemplated in Article VII.

(b)Charitable Purposes.  Company and each Company Facility shall at all times be operated and managed in a manner that furthers the charitable and community- based healthcare purposes, mission, vision and values of THR by promoting health and providing or expanding access to healthcare services to the community at large. Specifically, and without limiting the generality of the foregoing, Company and each Company Facility shall be operated and managed in a manner that:

(i)provides a Medical Staff for Company Facilities that is open to any physician who satisfies Medical Staff requirements related to professional requirements and qualifications for membership and clinical privileges, subject to such exclusive staffing and/or coverage arrangements as may be approved by the Governing Board from time to time;

(ii)provides access to patient care services based on medical necessity, without regard to characteristics such as a person’s race, religion, creed, national origin, gender, age, sexual orientation, physical or mental disability, payor source or ability to pay;

(iii)provides access to patient care services to individuals covered by Medicare, Medicaid, TRICARE and other federal and state governmental payment programs; and

(iv)will not, upon THR’s receipt of a written opinion from THR’s legal and/or tax advisors or counsel, cause THR to act other than exclusively in furtherance of its tax-exempt purposes, adversely affect its exempt status under Section 501(c)(3) of the IRC, cause THR to recognize “unrelated business taxable income” within the meaning of Section 511 of the IRC with respect to its share of the Net Income of Company, cause Company or any Company Facility to fail to comply with Section 501(r) of the IRC, or cause the long-term debt of THR not to be eligible for treatment as tax-exempt debt.

(c)Financial Assistance and Emergency Medical Care. As reasonably requested by THR to comply with the requirements of Section 501(r) of the IRC, Company shall at a minimum cause Manager to (i) conduct periodic community health needs assessments for the communities served by Company; (ii) adopt and implement the Financial Assistance and Emergency Medical Care Policies, and update such Financial Assistance and Emergency Medical Care Policies as required to reflect any changes in interpretations of law with respect to “hospital organizations” and “hospital facilities” as defined in Section 501(r) of the IRC as are required to maintain compliance with Section 501(r) of the IRC and other relevant administrative guidance and to continue to meet the reasonable needs of the communities served by Company; (iii) widely publicize the Community Health Needs Assessment, Financial Assistance Policy, Financial Assistance Application, and Plain Language Summary of the Financial Assistance Policy to patients and to the communities served by Company in compliance with Section 501(r) of the IRC

guidelines; (iv) make available financial assistance for medically necessary and emergency medical care to individuals who are eligible for such assistance under the standards set forth in the Financial Assistance and Emergency Medical Care Policies; (v) provide reasonable and lawful levels of charity care consistent with the Financial Assistance and Emergency Medical Care Policies; (vi) not undertake any extraordinary collection actions without having first made reasonable efforts to determine if the individual involved is eligible for financial assistance under the Financial Assistance and Emergency Medical Care Policies; and (vii) conduct billing practices in accordance with the IRC Section 501(r) regulations including limitations on charges to those patients who are financial assistance eligible to no more than the calculated amounts generally billed as such amount is defined in the regulations. Any amendments to the Financial Assistance and Emergency Medical Care Policies shall be recommended by THR and adopted by the Company in accordance with the terms of this Agreement.

(d)THR Mission, Vision, Values and The THR Promise. Company, each Company-Owned Entity and each Company Facility shall be operated in a manner reasonably consistent with THR’s Mission, Vision, Values and The THR Promise.

(e)Reasonable Compensation.  Company and each Company-Owned Entity shall follow policies and procedures reasonably calculated to ensure that all transactions involving payment for services including, without limitation, compensation paid to Manager under the Management Agreement, amounts paid for emergency department physician coverage services and reimbursement to Manager for compensation paid to any personnel provided by Manager under the Management Agreement, are within the range of Reasonable Compensation for the services involved and that all transactions involving payment or property or the right to use property are within the range of Fair Market Value for the property or right to use property involved in the transaction and reasonably calculated to ensure that neither THR nor Company or any Company-Owned Entity participates in an excess benefit transaction as defined in Section 4958 of the IRC.

(f)Political and Lobbying Activities. In no event may Company or any Company-Owned Entity make any direct or indirect financial contribution to, or otherwise directly or indirectly endorse or oppose, any candidate for public office, carry on any Lobbying Activities, or engage in any other activities to an extent not permitted to be carried on by THR as an organization exempt from federal income tax under Section 501(a) of the IRC because it is described in Section 501(c)(3) of the IRC.

(g)Binding on Managers.  Manager shall be required to expressly agree to cause Company to comply at all times with the provisions of Section 2.02 and Section 2.03,  subject to the terms and conditions of the Management Agreement.

(h)Amendment. Any modification, deletion or repeal of any of the operating covenants and principles described in Section 2.02 or Section 2.03 shall require the express written approval of both Members.

Section 2.03 Operating Policies and Procedures.

(a)Conflicts and Compliance Policies.  Members and the Governing Board shall cause Company, each Company-Owned Entity and each Company Facility to:

(i)Be developed, formed, managed and/or operated in compliance with all applicable legal and regulatory considerations;

(ii)Establish, continually maintain and comply with a Conflicts of Interest Policy, as adopted by the Governing Board which will apply to the owners, managers and key employees of Company and each Company- Owned Entity;

(iii)Establish and continually maintain a compliance program designed by Manager to prevent, detect and correct non-compliance (the “Compliance Program”), which program will be generally consistent with recognized standards for the industry (including consideration of guidance provided by the Office of the Inspector General, United States Department of Health and Human Services) and follow those guidelines established by the THR Chief Compliance Officer and approved by the Governing Board; and provide for at a minimum semi-annual billing compliance audits and separate coding compliance audits and as requested by the Governing Board, information security and HIPAA privacy audits, provided,  however, that if a third party is performing a billing function, such third party soc-1 audit report may be relied upon in lieu of the semi-annual billing compliance audits;

(iv)Submit the Compliance Program for review by both THR Management and Adeptus Management and for self-assessment by the Governing Board at least annually to ensure its continuous and effective operation and administration. The Chief Compliance Officers for both Members shall be consulted on the method and content of the Governing Board’s self-assessment process;

(v)Allow for audit of the Compliance Program by an audit firm engaged by either Member or an appropriate audit firm mutually agreed to by the Governing Board; and

(vi)Provide notice to the THR Chief Compliance Officer of any significant compliance issues, privacy or information technology security breaches, or non-routine regulatory/governmental audit or investigation.

(b)Quality of Care. Company and each Company-Owned Entity shall adopt, maintain and apply protocols, guidelines, policies and procedures consistent with performance and quality metrics used by THR, approved in advance by the Governing Board (the “Quality Assessment Program”) that will:

(i)Provide for the delivery of patient care consistently and reliably at or above the community standard for the industry and/or clinical service(s) operated by Company and each Company-Owned Entity;

(ii)Assure the operation and maintenance of a safe environment for the delivery of patient care and all other services and functions attendant thereto, including appropriate Medical Staff credentialing and peer review processes;

(iii)Promote positive outcomes in connection with the delivery of patient care; and

(iv)Allow for the quantitative measurement and provide for ongoing monitoring by the Governing Board and the Medical Staff of clinical quality based upon recognized standards for the industry and/or clinical service(s) operated by Company, and each Company-Owned Entity as applicable.

Section 2.04 Name. Company shall be known as FTH DFW PARTNERS LLC and the business and affairs of Company and each Company-Owned Entity shall be conducted under a name and brand that includes “Texas Health,” with the specific form of such names and brands to be consistent with the terms and conditions of the THR Trademark License Agreement and applicable law, and approved by the Governing Board from time to time. THR hereby agrees that the Company and each Company-Owned Facility shall have the right to conduct its business under the name and brand that THR uses to conduct its hospital business or “Texas Health”, as applicable, provided that such use is at all times conducted in accordance with the terms and conditions of the THR Trademark License Agreement.

Section 2.05 Assumed Name Certificate. Members shall execute and file all assumed or fictitious name certificates required by law to be filed in connection with the formation of Company or the conduct of its business.

Section 2.06 Scope of Members’ Authority. Except as otherwise expressly and specifically provided in this Agreement, no Member shall have any authority to act for, or to assume any obligations or responsibility on behalf of, any other Member, Company or any Company-Owned Entity.

Section 2.07 Registered Office; Principal Place of Business; Books and Records. Company’s registered office shall be the registered office as set forth in the Certificate of Formation of Company and Company’s principal office will be at such place as the Governing Board shall designate. Company shall maintain its books and records at its principal office. Company shall provide Members access to its books and records at its principal office.

ARTICLE III

MANAGEMENT OF COMPANY

Section 3.01Management and Operations of Company.

(a)Management by Governing Board.  Subject to those matters for which the approval of the Members is required by this Agreement or by the Act, the powers of Company shall be exercised by or under the authority of, and the business and affairs of Company shall be managed under the direction of, the board of managers of Company (“Governing Board”) in accordance with the provisions of this Section 3.01.

(b)Governing Board and Members.

(i)Number; Appointment. The Governing Board shall consist of six (6) members, three (3) of whom shall be appointed by THR and three (3) of whom shall be appointed by Adeptus. The initial Adeptus Governing Board members shall be Graham Cherrington, President and Chief Operating Officer, Don Adam, Chief Corporate Development Officer, and David Pyle, Senior Vice President or Operations, and the initial THR Governing Board members shall be Jeffery Canose, M.D., Chief Operating Officer, John Mitchell, SVP Business Development and Krystal Mims, SVP, Care Continuum & Collaboration. Each member of the Governing Board shall serve at the pleasure of the Member that appointed such Governing Board member and, upon the removal, resignation, unavailability or death of any Governing Board member, a replacement Governing Board member shall be chosen by such Member.

(ii)Quorum; Voting Power; Vote Required for Actions. A quorum of the Governing Board shall consist of the presence in person or by telephone of at least two (2) Governing Board member appointed by each Member; provided,  however, in the event at least two (2) of the Governing Board members appointed by a given Member are not present in person or by telephone at two (2) consecutive duly scheduled or noticed meetings of the Governing Board, the presence of two (2) Governing Board members appointed by such Member in person or by telephone shall not be required to establish a quorum for the next duly scheduled or noticed meeting of the Governing Board. If a quorum is present when a vote is taken, each Governing Board member shall have voting power equal to the Ownership Percentage Interest owned by the Member that appointed such Governing Board member divided by the number of present Governing Board members appointed by that Member. Subject to Section 3.01(b)(iii)-(v), all actions of the Governing Board shall require approval (by vote or written consent) by Governing Board members who have at least a majority of the voting power at a meeting of the Governing Board.

(iii)Decisions Reserved to THR. Notwithstanding Section 3.01(b)(ii), any act may be taken or sum expended or obligation incurred by Company, any Company-Owned Entity or either Member with respect to a matter within the scope of any of the decisions affecting Company and/or any Company-Owned Entity described below (collectively, “THR Reserved Decisions”), if, and only if, such THR Reserved Decision is approved by all of the members of the Governing Board appointed by THR; provided that all THR Reserved Decisions must first be proposed and presented by the members of the Governing Board appointed by Adeptus to the members of the Governing Board appointed by THR for a vote on such matters, without modifications; provided further that the Governing Board, Members, Company and each Company- Owned Entity shall at all times comply with, and shall cause Manager and each manager and officer of Company and each Company-Owned Entity to comply with the provisions of Section 2.02 and Section 2.03 to carry out those provisions. The THR Reserve Decisions shall be the following:

(A)An act that would impact the THR Tax-Exempt Obligations;

(B)The modification or amendment of the Initial Strategy Plan or any proposed action that is inconsistent with the Initial Strategy Plan, including a decision to not develop or acquire any new Company Facility included in the Initial Strategy Plan, and the approval of any new strategic or development plan for Company;

(C)The approval of any Development Budget, or any significant changes to any item in any existing Development Budget;

(D)The approval of Annual Budgets for each Fiscal Year for Company and each Company Facility, and any significant changes to any item of income or expenditure set forth in an Annual Budget; provided, however, expenditures for ordinary course operations not exceeding five percent (5%) of the Operating Annual Budget (in the aggregate) shall be permitted without further Company approval; provided, further,  that Company may modify an Annual Budget from time to time by written resolution approved by the Governing Board by Unanimous Board Action, which modification shall then become the new authorization for expenditures.

(iv)Major Decisions. Notwithstanding Section 3.01(b)(ii), no act shall be taken or sum expended or obligation incurred by Company, any Company-Owned Entity or either Member with respect to a matter within the scope of any of the major decisions affecting Company and/or any Company-Owned Entity described below (collectively, “Major Decisions”), unless such Major Decision has been approved by the Governing Board by Unanimous Board Action or is otherwise specifically contemplated by this Agreement, and provided further that the Governing Board, Members, Company and each Company-Owned Entity shall at all times comply with, and shall cause Manager and each manager and officer of Company and each Company-Owned Entity to comply with the provisions of Section 2.02 and Section 2.03 to carry out those provisions. The Major Decisions shall be the following:

(A)The sale or exchange of any Company Facility or all or any significant portion of the assets of Company or any Company-Owned Entity, or any merger or consolidation of Company or Company-Owned Entity with or into any other entity;

(B)Changing the name of Company, any Company-Owned Entity or any Company Facility;

(C)(1) any borrowing, guaranteeing any indebtedness or creating or granting any lien or other encumbrance on any assets of Company or any Company-Owned Entity, other than borrowings and the

related liens or encumbrances (x) contemplated under any approved Annual Budget or Development Budget or (y) of less than $100,000, and (2) except as otherwise approved by Manager, any draw on the Line of Credit Agreement not required to meet the capital needs of Company;

(D)Lending to any Person any of the funds of Company or any Company-Owned Entity;

(E)Entering into, terminating, renewing or modifying any Related Party Transaction;

(F)Removing, admitting or substituting any Members of Company or any Company-Owned Entity;

(G)Any decision to dissolve Company or any Company- Owned Entity or to file a petition requesting or consenting to an order for relief under the federal bankruptcy laws, or other actions with respect to Company or any Company-Owned Entity as a result of insolvency or the inability to pay debts generally as such debts become due;

(H)Requiring Members to make Additional Capital Contributions to Company including capital contributions, if any, required to fund the Initial Strategy Plan;

(I)Appointment of jointly-recruited medical directors for Company, or any Company Hospital Facility;

(J)Approval of and/or amendment to the Medical Staff Bylaws for Company, any Company-Owned Entity or any Company Facility;

(K)Any decision to establish any new Company-Owned Entity not contemplated in the Initial Strategy Plan or cause Company or any Company-Owned Entity to buy or sell directly or indirectly any interest in any Person;

(L)The commencement, prosecution, settlement, compromise or dismissal of any lawsuit or other judicial or administrative proceeding

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

(including any investigation) that is related, either directly or indirectly, to Company or any Company-Owned Entity which has an amount in controversy or settlement value of $[*] or more;

(M)Any decision related as to whether or not Company, any Company-Owned Entity or any Company Facility shall participate in any Federal Health Care Program; provided,  however, if at any time Company, any Company-Owned Entity or any Company Facility is deemed ineligible for a Federal Health Care Program, then Company shall take all actions necessary to operate lawfully without participation;

(N)The entry by Company or any Company-Owned Entity into any new line of business or business purpose other than as provided for or authorized pursuant to this Agreement;

(O)The distribution of any assets of Company or any Company-Owned Entity other than cash to Members;

(P)Approval of any material agreement for the provision of physician staffing and/or coverage of any Company Facility including, without limitation, any exclusive staffing and/or coverage arrangement as described in Section 2.02(b)(i), it being agreed that National Medical Professionals of Texas, PLLC shall provide all physician staffing services relating to the provision of the specialty of providing emergency medical treatment to patients of all Company Facility emergency rooms.

(Q)Any amendment to the (1) Conflicts of Interest Policy, (2) Compliance Program, (3) Quality Assessment Program, (4) Corporate Integrity Program, or (5) Confidentiality and Trade Secret Rights;

(R)Any fee paid in exchange for a guarantee pursuant to Section 4.09;

(S)The development of any Company Facility under the Initial Strategy Plan if the construction and non-leased equipment budget for such Company Facility exceeds $[*] (exclusive of land acquisition costs which shall be subject to then current market rates);

(T)Any determination that Company Facilities will not be owned by a third-party financing source and leased to an Adeptus Affiliate and subleased to Company;

(U)Entering into a management services agreement or any other agreement similar to the Management Agreement with respect to one (1) or more Company Facilities with any Person other than Manager; and

(V)Any amendment to the formation and governance documents of Company or any Company-Owned Entity that would reasonably be anticipated to materially affect the rights and obligations of any Member.

(v)Material Deadlock.  In the event of any Material Deadlock, Company shall first attempt to resolve such Material Deadlock by submitting the matter to Donald Adam, Chief Corporate Development Officer of Adeptus Parent and THR’s designee for discussion and resolution. In the event that those individuals are not able to resolve such Material Deadlock within fifteen (15) business days after submission of the matter to them, then the Material Deadlock shall be submitted to the Chief Executive Officers of Adeptus Parent and THR for discussion and resolution. In the event the Chief Executive Officers are unable to resolve such Material Deadlock within fifteen (15) business days, then Company shall not take the action with respect to the matter over which the members of the Governing Board are deadlocked; provided,  however, that (i) in the event of a Material Deadlock with respect to any Annual Budget, the annual operating budget previously approved by the Governing Board shall continue unless and until a new Annual Budget is approved by the Governing Board in accordance with this Agreement.

(vi)Governing Board Meetings.  Meetings of the Governing Board may be called by any member of the Governing Board. A schedule of regular meetings shall be established at the beginning of each Fiscal Year. Regularly scheduled meetings shall not require any further advance notice. All other meetings shall be held upon four (4) days’ notice by mail or seventy-two (72) hours’ notice delivered personally or by telephone or email and simultaneously giving notice in accordance with Section 11.01. A notice must specify the purpose of the meetings. Notice of a special meeting need not be given to any member of the Governing Board who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the lack of notice to such member. All such waivers, consents and approvals shall be filed with the Governing Board and made a part of the minutes of the meeting. Meetings of the Governing Board shall be held at Adeptus’ corporate office in Texas or THR’s corporate office in Texas on an alternating basis and shall be so designated in the notice of the meeting or at such place as may be approved by the Governing Board. One or more Governing Board members may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Governing Board members participating in such meeting can hear one another. Participation in a meeting in such manner constitutes a presence in person at such meeting. Notwithstanding anything to the contrary set forth herein, Manager shall have the right to participate in and propose the agenda for Governing Board meetings.

(vii)Action Without Meeting. Any action required or permitted to be taken by the Governing Board may be taken by the Governing

Board members without a meeting if all Governing Board members eligible to vote on such matter consent in writing to such action. All such actions by written consent shall have the same force and effect as the requisite vote of the Governing Board members at a duly called and held meeting.

(viii)Devotion of Time. No Governing Board member is obligated to devote all of his or her time or business efforts to the affairs of Company. The Governing Board members shall devote such time to Company’s business as they shall deem appropriate for the operation of Company. Subject to compliance with the Act, or except as otherwise specifically set forth in this Agreement, a Governing Board member may have other business or vocational interests and may engage in other activities in addition to those relating to Company. Neither Company nor any Member shall have the right to share or participate in such other business interests or activities of a Governing Board member based on their status as a Governing Board member of Company. Nothing in this Section 3.01(b)(viii) is intended to lessen the duties of a Member under Texas law or as set forth elsewhere under this Agreement, including under Article VIII.

(ix)Reliance on Agents. In performing their duties, the Governing Board members shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, of attorneys, accountants and other employees or agents of Company who the Governing Board members reasonably believe to be reliable and competent in the matters presented.

(c)Officers.

(i)Appointment. The Members shall each appoint two of the Governing Board members as officers of Company (each an “Officer”), and delegate duties and authority to such Officers. The election of Officers shall occur on a two (2) year revolving basis whereby the President shall be elected by a Member and the Vice-President shall be elected by the other Member. The Company’s Treasurer shall always be appointed by Adeptus and the Company’s Secretary shall always be appointed by THR. Upon expiration of the First Officer Term and each Officer Term thereafter, a Member shall appoint that Officer not held by its appointed Governing Board members during the previous Officer Term. If any Officer is elected without an express statement of the duties and authority of such Officer, the duties and authority of such Officer shall be the same as those given to an equivalent officer of a Texas business corporation under the Texas Business Organizations Code. For the First Officer Term, the Officers of Company shall be: Graham Cherrington, President and David Pyle, Treasurer (elected by Adeptus); and Jeff Canose, Vice President and Krystal Mims, Secretary (elected by THR).

(ii)Term. Except for the First Officer Term, Officers shall serve for a two (2) year term (each an “Officer Term”). If at any time an

Officer resigns or is removed or replaced by their appointing Member, such appointing Member shall appoint a replacement to serve for the remainder of such Officer Term.

(iii)President. The President shall preside at all meetings of the Governing Board and/or Members and shall have such other duties as may be prescribed from time to time by the Governing Board. In the absence of the President, the Vice President shall preside at Governing Board meetings.

(iv)Vice President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President will perform the duties of the President, and when so acting, will have all the powers of and be subject to all the restrictions upon the President. The Vice President will perform such other duties and have such other powers as may be prescribed by the Governing Board or the President.

(v)Secretary. The Secretary shall be responsible for recording the minutes of all Governing Board and Member meetings. The Secretary shall have the responsibility of authenticating records of Company and receiving notices required to be sent to Secretary, and shall perform such other duties as the Governing Board may from time to time prescribe.

(vi)Treasurer. The Treasurer shall have responsibility for Company’s funds and securities, the financial and tax books and records of Company, the disbursement, along with the authorized Officers, of the funds of Company, the preparation and filing of Company’s tax and reporting forms, and such other duties as may be incident to his or her office or as prescribed by the Governing Board.

(vii)Other Officers. Other Officers may be elected or appointed by Unanimous Board Action, and shall have such duties as may be prescribed from time to time by Unanimous Board Action.

(viii)Devotion of Time. No Officer is obligated to devote all of his or her time or business efforts to the affairs of Company. Officers shall devote such time to Company business as the Governing Board deems appropriate for the operation of Company. Subject to compliance with the Act, or except as otherwise specifically set forth in this Agreement, an Officer may have other business or vocational interests and may engage in other activities in addition to those relating to Company. Neither Company nor any Member shall have the right to share or participate in such other business interests or activities of an Officer based on their status as an officer of Company. Nothing in this Section 3.01(c)(viii) is intended to lessen the duties of a Member under Texas law or as set forth elsewhere under this Agreement, including under Article VIII.

(d)Enforcement of Related Party Transactions. Notwithstanding anything to the contrary in this Agreement, in the event of any actual or potential dispute between Company and any Member or any Affiliate of any Member relating to any Related Party Transaction, such Member (“Conflicted Member”) and the members of the Governing Board appointed by such Conflicted Member shall not participate in any vote, approval or decision with respect to such dispute, and the non-conflicted Member (“Disinterested Member”) and the members of the Governing Board designated by such Disinterested Member shall have, notwithstanding any other provision of this Agreement, the sole and exclusive right, power and authority to take action with respect to such matters, including, without limitation, to initiate, prosecute and defend, in the name and on behalf of Company or Company-Owned Entity, as applicable, any claim, suit, proceeding or other legal action that Company or any Company-Owned Entity has or may have against such Conflicted Member. For the purposes of any action or decisions requiring the approval, vote or consent of the Governing Board or Members with respect to any such dispute, claim, suit, proceeding or other legal action, the affirmative approval, vote or consent of the members of the Governing Board appointed by the Disinterested Member or the Disinterested Member, as applicable, shall be sufficient to approve any such action or decision. For the avoidance of doubt, this provision shall be subject to and shall not affect the application of (i) the purchase events set forth in Article VII, or (ii) the dispute resolution provisions set forth in Section 11.10.

(e)Member Activities. Members agree to use reasonable efforts to promote Company Facilities and to encourage the use thereof by the public in the local medical community in a manner consistent with applicable laws. Members acknowledge and agree that nothing contained in this Agreement or in any materials, plans, summaries or other tangible or intangible information prepared or communicated in connection herewith shall require any Member or a Member’s Affiliates to refer Persons to any Company Facility, Adeptus Hospital Facility, THR Hospital Facility, or THR affiliated physicians for medical care or to induce other Persons to make or receive such referrals.

(f)Indemnification of Covered Persons.

(i)The debts, obligations and liabilities of Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of Company, and neither the Members nor any Covered Person shall be obligated personally for any such debt, obligation or liability of Company solely by reason of being a Member or Covered Person; provided that this shall not limit or preclude liability of a Covered Person who is a service provider to Company in accordance with the terms of any applicable contract or other applicable law.

(ii)No Covered Person shall be liable to Company or any Company-Owned Entity or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of Company or any Company-Owned Entity and in a manner reasonably believed to be within the authority of such Covered Person and in the interests of Company. No Covered Person shall be

liable for any act or omission or mistake of judgment unless the same (A) constituted bad faith, gross negligence or willful misconduct, or (B) was in breach of an express provision of this Agreement, subject to the provisions set forth in the last clause of Section 3.01(f)(i).

(iii)Each Covered Person shall be entitled to be indemnified by Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of Company or any Company-Owned Entity and in a manner reasonably believed to be within the authority of such Covered Person and in the interests of Company; provided,  however, that any indemnity permitted under this Section 3.01(f) shall be provided out of and to the extent of Company assets only, shall be limited to the full extent allowed under the Act, shall not be available in cases of gross negligence, fraud or willful misconduct on the part of the Covered Person, and no Member shall have any personal liability on account of this indemnity. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding in respect of which such Covered Person is entitled to be indemnified as provided in this Section 3.01(f) shall, from time to time, be advanced by Company upon receipt by Company of an adequate undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified pursuant to this Section 3.01(f).

(g)Representation Regarding Civil Administrative or Criminal Matters.

(i)Adeptus hereby represents and warrants that neither it, Adeptus Parent, or its Affiliates are currently the subject or party to any civil, criminal or administrative action, suit, demand, claim, hearing, proceeding or investigation pending, or to Adeptus knowledge, threatened against Adeptus that, or party to any contractual obligation that, individually or in the aggregate, may impair or delay the ability of Adeptus to enter into this Agreement and to perform its obligations hereunder.

(ii)THR hereby represents and warrants that neither THR or its Affiliates are currently the subject or party to any civil, criminal or administrative action, suit, demand, claim, hearing, proceeding or investigation pending, or to THR knowledge, threatened against THR that, or party to any contractual obligation that, individually or in the aggregate, may impair or delay the ability of THR to enter into this Agreement and to perform its obligations hereunder

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

Section 3.02 Compensation of Members, Governing Board Members, Officers. Except as may be expressly provided for herein or hereafter approved by the Members, no payment will be made by Company or any Company-Owned Entity to any Member, any member of the Governing Board or any Officer for the services of such Person.

Section 3.03 Contracts with Related Parties. Except as otherwise specified herein, and except for the transactions contemplated in the Support Agreement, Emergency Department Coverage Agreement, Trademark License Agreement and the Management Agreement, Company shall not enter into any Related Party Transaction unless such Related Party Transaction has been approved in accordance with this Agreement. At any meeting of the Governing Board convened for the specific purpose of discussing the performance of the Manager under the Management Agreement or performance of Adeptus Affiliate under the Emergency Department Coverage Agreement, representatives of Adeptus appointed to the Governing Board by Adeptus shall have no vote as members of the Governing Board in respect of any action desired to be taken with respect to such performance by the Governing Board on behalf of Company. At any meeting of the Governing Board convened for the specific purpose of discussing the performance of THR or a THR Affiliate under the Support Agreement or the Trademark License Agreement, representatives of THR appointed to the Governing Board by THR shall have no vote as members of the Governing Board in respect of any action desired to be taken with respect to such performance by the Governing Board on behalf of Company. To the extent the Parties enter into a Related Party Transaction and that transaction entails Billing and Collection Services such documentation shall be consistent and sustainably similar in both substance and form to Section 1.3 of the Support Agreement.

Section 3.04 Managed Care Contracting. [*] Such managed care contracting services shall be provided by THR pursuant to the Support Agreement. [*]

Section 3.05 Utilization of Company Facilities. Manager will within the first twelve months after the Effective Date, and periodically thereafter as determined by the Governing Board, evaluate: (1) the appropriate level of charges associated with the delivery of the Company’s services; (2) the feasibility of using Company Facilities for the delivery of medical services to patients whose care THR or a THR Affiliate are contracted to manage under a contract with a payor, a governmental program (e.g. Medicare, Medicaid) or an employer including the appropriate fees to be charged by Company for providing services to such patients and (3) the feasibility of other alternative services that may appropriately be provided in a Company Facility.

Section 3.06 Independent Activities. Subject to the covenants of the Members set forth in Article VIII, (a) each Member may, notwithstanding the existence of this Agreement or any fiduciary relationship created hereby, engage in whatever activities it chooses, whether the same be competitive with Company or otherwise, without having or incurring any obligation to offer any interest in such activities to Company, any Member or otherwise, and (b) neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member from engaging in such activities or require a Member to permit Company or any other Member to participate in any such activities and, as a material part of the consideration for the execution hereof by the

Members, each Member hereby waives, relinquishes and renounces any such right or claim of participation.

ARTICLE IV

FINANCING

Section 4.01 Asset and Capital Contributions.

(a)Initial Capital Contributions and “Purchase Price.”  Exhibit C attached hereto sets forth each Member’s initial capital contributions to Company, in the amount and in the form shown opposite each such Member’s name thereon (“Initial Capital Contribution(s)”), in exchange for the Member’s initial Ownership Percentage Interest.

The Members acknowledge and agree that the transactions contemplated by this Agreement were negotiated at arms-length and the values ascribed to the assets included in the Member’s respective capital contributions represent fair market value for the Ownership Interest Percentages and the other rights granted to them respectively herein.

(b)Additional Capital Contributions.  The Governing Board may request that the Members make additional capital contributions (“Additional Capital Contribution(s)”) to Company which shall be in proportion to their respective Ownership Percentage Interests, subject to approval by the Members in accordance with Section 3.01(b)(iv). The Additional Capital Contributions of each Member shall be made on the same terms and conditions unless otherwise agreed to by the Members. If the Governing Board requests any Additional Capital Contributions to Company pursuant to this Section 4.01(b) (a “Capital Call”), and such Capital Call is approved by the Members in accordance with Section 3.01(b)(iv), then the Governing Board shall deliver a written notice (“Capital Call Notice”) to each Member stating:

(i)the aggregate amount of Additional Capital Contributions requested at such time and the intended uses therefor;

(ii)the amount of the Additional Capital Contribution to be provided by each Member, which amount shall be equal to (A) the aggregate amount of the Capital Call made multiplied by (B) the Ownership Percentage Interest of such Member;

(iii)the due date for such Additional Capital Contributions, provided that Members shall have at least fifteen (15) days from the date of the Capital Call Notice to make such Additional Capital Contributions; and

(iv)wiring instructions for the wire transfer to Company’s bank account of cash amounts of Additional Capital Contributions by such Members to Company.

All Additional Capital Contributions made by Members shall be made by wire transfer of immediately available funds to the bank account designated by Company in

such Capital Call Notice prior to the close of business on the due date specified in such Capital Call Notice.

(c)No Additional Required Contributions.  Except as set forth in this Section 4.01,  no Member shall have any right or obligation to make any capital contribution to Company.

Section 4.02 Contribution Loans. In the event a Member (a “Non-Contributing Member”) fails to make any required Additional Capital Contribution within the time specified, the Governing Board shall give prompt notice of such failure to the other Member (the “Contributing Member”), who shall have the right to advance directly to Company all or any portion of the funds that were required from the Non-Contributing Member, which shall be treated as a loan to the Non-Contributing Member (the “Contribution Loan”).

(a)Withdrawal of Contribution. In the event the Contributing Member elects not to advance the full amount of the additional funds required from the Non- Contributing Member, the Contributing Member shall be under no obligation to make Additional Capital Contributions until parity in capital accounts with the Members’ respective Ownership Percentage Interests is restored and shall be entitled to withdraw any Additional Capital Contributions previously made until parity is achieved.

(b)Repayment through Distributions. In the event the Contributing Member elects to make a Contribution Loan, then the Contribution Loan shall bear interest at an annual rate equal to the Prime Rate, but in any event no more than the highest rate permitted by law and, except as set forth in Section 4.02(c), shall be repaid out of any subsequent distributions made pursuant to this Agreement to which the Non-Contributing Member otherwise would be entitled, which amounts shall be applied first to interest and then to principal, until the Contribution Loan is paid in full. Repayment of any Member’s Contribution Loan shall be secured by the Non-Contributing Member’s Ownership Percentage Interest, and the Non-Contributing Member hereby grants a security interest in such Ownership Percentage Interest to the Contributing Member who advanced such Contribution Loan and hereby irrevocably appoints the Contributing Member, and any of its agents, officers or employees, as the Non-Contributing Member’s attorneys-in-fact with full power and authority to prepare and execute any documents, instruments and agreements including, but not limited to, any note evidencing the Contribution Loan, and such Uniform Commercial Code financing, continuation statements, and other security agreements and instruments as may be appropriate to perfect and continue such security interest in favor of such Contributing Member.

(c)Remedies. In the event any Contribution Loan has not been repaid in full within ninety (90) days after the date the Contribution Loan is made, then, in addition to any other rights or remedies available to the Contributing Member at law or in equity, at any time thereafter (prior to repayment in full of the Contribution Loan) Contributing Member may elect to proceed under Section 4.02(c)(i).

(i)Upon thirty (30) days’ prior written notice to a Non- Contributing Member, the Contributing Member may elect to treat the

outstanding principal balance of the Contribution Loan as a contribution to capital by the Contributing Member, and the Ownership Percentage Interest of each Member shall thereupon be recalculated as of the date of such election (the “Computation Date”), and shall be equal to a fraction, of which the numerator shall be (A) the aggregate amount of such Member’s Capital Account as of the Computation Date, but excluding any sums advanced for the account of such Member as a Contribution Loan by a Contributing Member, plus (B) the amount of such Member’s Contribution Loan to be converted by such Member to capital; and the denominator shall be the aggregate amount of the Capital Accounts for all Members as of the Computation Date, including the amount of any Contribution Loan converted to capital. Accrued interest on any Contribution Loan shall be payable as provided in Section 4.02(b) regardless of whether the Contribution Loan is converted to capital through such time as the Contribution Loan is converted to capital.

(ii)Until a Member has elected to proceed under Section 4.02(c)(i) or has elected to pursue any other remedy available to it at law or in equity, such Member’s Contribution Loan shall remain in place and shall bear interest and be repaid as provided in Section 4.02(b).

(d)No Third-Party Rights.  The right of the Governing Board to require any Additional Capital Contributions under the terms of this Agreement shall not be construed as conferring any rights or benefits to or upon any party not a party to this Agreement.

Section 4.03 Ownership Percentage Interests; Amendments to Exhibit B. Each Member shall own and hold an interest in Company (expressed as a percentage of all the interest in Company) as set forth opposite such Member’s name on Exhibit B (the “Ownership Percentage Interests”). The Governing Board shall have the authority to amend Exhibit B from time to time to update any Member’s information and to reflect any changes in Ownership Percentage Interests in accordance with this Agreement.

Section 4.04 No Right to Return of or Interest on Capital Contributions. Except as otherwise expressly provided in this Agreement, no Member shall have the right to withdraw its Capital Contribution or to demand or receive a return of its Capital Contribution or any part thereof. To the extent that any Member shall ever have the right to withdraw its Capital Contribution or to demand or receive the return of its Capital Contribution or any part thereof, the other Member shall not be personally liable or responsible for the return of such Capital Contribution and any such return shall be made solely from the assets of Company. No interest shall be paid by Company on any Capital Contributions to Company.

Section 4.05 Capital Accounts. Company shall establish and maintain a separate capital account (a “Capital Account”) for each Member in accordance with Regulations Section 1.704-1(b)(2)(iv). Accordingly, a Member’s Capital Account shall be increased by (a) the amount of money Member contributes to Company, (b) the Fair Market Value of property Member contributes to Company (and that is accepted upon approval of the Governing Board) (net of liabilities secured by such contributed property that Company is considered to assume or

take subject to under IRC Section 752), and (c) allocations to Member of Net Income (or items thereof), including income and gain exempt from tax and gain as computed for book purposes in accordance with Regulations Section 1.740-1(b)(2)(iv)(g), but excluding any gain separately computed for tax purposes as described in Regulations Section 1.704-1(b)(4)(i). A Member’s Capital Account shall be decreased by (a) the amount of money Company distributes to Member, (b) the Fair Market Value of property Company distributes to Member (net of any liabilities secured by such distributed property that Member is considered to take subject to under IRC Section 752), (c) allocations to Member of Company’s non-deductible, non-capital expenditures, and (d) allocations to Member of Net Losses (or items thereof), including loss and deduction as computed for book purposes in accordance with Regulations Section 1.704-1(b)(2)(iv)(g), but excluding non-deductible, non-capital expenditures and loss and deduction separately computed for tax purposes as described in Regulations Section 1.704-1(b)(4)(i). A Member’s Capital Account in all events shall be adjusted in accordance with the additional rules set forth in Regulations Section 1.704-1(b)(2)(iv). In the event a Member transfers all or any portion of its interest in Company, the transferee shall succeed to the individual Capital Account and Capital Account balance of the transferor to the extent such individual Capital Account and Capital Account balance relate to the transferred interest.

Section 4.06 Company Loans. A Member or an Affiliate thereof may, from time to time and as deemed necessary by the Governing Board and agreed to by each Member, lend additional working capital sufficient to enable Company to carry on its business as contemplated by Section 2.02.  Any loan by a Member (or Affiliate thereof) to Company will be made for Company’s working capital purposes and will be evidenced by a promissory note and outstanding balances will be subject to fair market rate interest. Repayment of any such loan shall be (a) guaranteed by the non-lending Member proportionate to its Ownership Percentage Interest (provided that the non-lending Member approves such loan), and (b) to the extent permitted by law, secured by a first priority security interest in the accounts receivable of Company and Company hereby grants a security interest to such extent in such accounts receivable to the lending Member and irrevocably appoints the lending Member and any of its agents, officers or employees as its attorneys-in-fact with full power and authority to prepare and execute any documents, instruments and agreements including, but not limited to, any note evidencing such loan, and such Uniform Commercial Code financing, continuation statements and other security agreements and instruments as may be appropriate to perfect and continue such security interest in favor of the lending Member. Any required monthly payments (including any past due amounts) under any such loan, including the Line of Credit Agreement, shall be made before any distributions of Distributable Funds are made to Members.

Section 4.07 Withdrawal or Reduction of Members’ Capital Contribution. No Member shall have the right to withdraw from Company unless otherwise expressly permitted herein, or withdraw all or part of such Member’s Capital Contributions except as provided herein.

Section 4.08 Interest and Preferential Rights. Except as otherwise provided in Section 4.02 and Section 4.06, no interest shall accrue on any Capital Contributions and no Member shall have any preferential rights with respect to distributions or upon dissolution of Company.

Section 4.09 Guarantees. From time to time, when determined by the Governing Board to be necessary or appropriate for any debt or capital financing or lease of Company, a Company-Owned Entity or a Company Facility, the Governing Board may request that the Members provide a guarantee or other security of such debt or capital financing or lease pro rata in proportion to the Members’ Ownership Percentage Interest. No Member shall be obligated to provide any such guarantee or other security. In the event that any such Member or Members agree to provide such guarantee or other security as requested by the Governing Board, Company shall pay to such Member or Members a Fair Market Value fee, as determined by mutual agreement of Company and the Member or Members providing such guarantee or other security, as consideration for their provision of such guarantee or other security.

ARTICLE V

ACCOUNTING AND DISTRIBUTIONS

Section 5.01 Ownership of Company. Except as otherwise expressly provided in this Agreement, all economic, voting and other interests in Company shall be owned and held by THR and Adeptus in accordance with their respective Ownership Percentage Interests.

Section 5.02 Tax Status and Reports.

(a)Members agree that Company shall be classified as a partnership for United States federal tax purposes, and the Members and Company agree that they shall refrain from making any elections or filing any returns or reports that are inconsistent with such classification unless and until the Members consent to a change in the United States tax classification of Company.

(b)Any item which is stipulated to be an expense of Company under the terms of this Agreement or which would be so treated in accordance with GAAP shall be treated as an expense of Company for all purposes hereunder, whether or not such item is deductible in computing Net Income for federal income tax purposes.

(c)Adeptus is hereby designated as the “Tax Matters Partner” in accordance with IRC Section 6231(a)(7) and applicable Regulations. Each Member hereby approves of such designations and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval. Except to the extent set forth in this Section 5.02,  Adeptus is authorized, at Company’s sole costs and expense, to represent Company and each Member in connection with all examinations of Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company’s funds for professional services and costs connected therewith. In connection with any examination of Company by any tax authorities, Adeptus shall retain on behalf of Company and at Company’s sole cost and expense a nationally prominent independent public accounting firm or legal counsel reasonably satisfactory to THR to represent the interests of Company. Adeptus shall provide each member of the Governing Board with prompt notice of the initiation of any tax examination or proceeding and shall further provide each member of the Governing Board with prompt, reasonable and continuous opportunity to review and provide comment with respect to the subject matter of each

such examination or proceeding. Adeptus shall have the right to settle any audit or examination with the consent of the Governing Board or the Members and to take any and all other actions on behalf of the Members or Company in connection with any tax audit or examination or judicial review or proceeding to the extent permitted by applicable law and regulations and in the event of any administrative or judicial proceeding involving the tax treatment of any item.

Notwithstanding the foregoing provisions of Section 5.02 or any other provision of this Agreement: (a) any material elections under the IRC or the Regulations or the settlement of any material tax audit or examination shall require the advance written approval of each of Adeptus and THR; and (b) THR shall, at its own expense, have the right to participate in, and retain separate representation for itself with respect to any matter subject to this Section 5.02.  The Governing Board may at any time designate a new Tax Matters Partner; provided,  however, that only a Member may be designated as the Tax Matters Partner of Company.

Section 5.03 General Allocation Rules. Except as otherwise provided in this Agreement, all Net Income and Net Losses of Company shall be allocated in a manner such that the Capital Account of each Member after giving effect to the allocations set forth in Section 5.04 is, as nearly as possible, equal (proportionately) to the distributions that would be made pursuant to Section 5.06 if Company were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Value, all Company liabilities were satisfied (limited with respect to each non-recourse liability to the Gross Asset Value of the assets securing such liability) and the net assets of Company were distributed in accordance with Section 5.06 to the Members immediately after making such allocation. For federal and state income tax purposes, all allocations of Net Income and Net Losses shall be made as of the end of each calendar year.

Section 5.04 Overriding Allocation Rules.  Notwithstanding any other provision herein:

(a)Any Member who unexpectedly receives an adjustment, allocation or distribution described in subparagraphs (4), (5) or (6) of Section 1.704-1(b)(2)(ii)(d) of the Regulations, which adjustment, allocation or distribution creates or increases a deficit balance in that Member’s adjusted Capital Account, shall be allocated items of “book” income and gain in an amount and manner sufficient to eliminate the deficit balance in that Member’s Capital Account so created or increased as quickly as possible. This provision is intended to be a “qualified income offset” in accordance with Section 1.704-1(b)(2)(ii)(d) of the Regulations and should be interpreted accordingly.

(b)No Net Loss or Company deductions for any Fiscal Year shall be allocated to any Member to the extent such allocation would cause or increase a deficit balance in a Member's Capital Account as of the end of a Fiscal Year determined, solely for this purpose, by (i) crediting the Member's Capital Account with the amount of any deficit balance in such Capital Account that the Member is obligated to restore or is treated as obligated to restore pursuant to the penultimate sentences of Regulations sections 1.704- 2(g)(1) and 1.704-2(i)(5), and (ii) decreasing the Member’s Capital Account by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing adjustments to the Members’ Capital Accounts are

intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(c)If there is a net decrease in “partnership minimum gain” (within the meaning of Regulations section 1.704-2(d)) for a Fiscal Year, there shall be allocated to each Member items of income and gain for such Fiscal Year equal to that Member's share of the net decrease in partnership minimum gain (within the meaning of Regulations section 1.704-2(g)(2)), subject to the exceptions set forth in Regulations section 1.704- 2(0(2), (3) and (5). If the application of this minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members, Company shall request a waiver of the requirement pursuant to Regulations section 1.704-2(f)(4). This provision is intended to be a “minimum gain chargeback” provision as described in Regulations section 1.704-2(f) and shall be interpreted and applied in accordance with such section.

(d)If there is a net decrease in “partner nonrecourse debt minimum gain” (within the meaning of Regulations section 1.704-2(i)(3)) for a Fiscal Year, there shall be allocated to each Member with a share of such “partner nonrecourse debt minimum gain”(determined in accordance with Regulations section 1.704-2(i)(5)) as of the beginning of the Fiscal Year items of income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) equal to that Member's share of the net decrease in partner nonrecourse debt minimum gain, subject to the exceptions set forth in Regulations section 1.704-2(i)(4). If the application of this minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members, Company shall request a waiver of the requirement pursuant to Regulations sections L704-2(f)(4) and 1.704-2(i)(4). This provision is intended to be a “chargeback of partner nonrecourse debt minimum gain” provision as described in Regulations section 1.704- 2(i)(4) and shall be interpreted and applied in accordance with such section.

(e)Nonrecourse Deductions for any Fiscal Year shall be allocated to the Members in such ratio as determined by the Governing Board to satisfy the safe harbor requirements of the Regulations promulgated under Section 704(b) of the Code. “Nonrecourse Deductions” for this purpose has the meaning set forth in Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Fiscal Year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).

(f)Any Partner Nonrecourse Deductions for any Allocation Period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Sections 1.704-2(b)(4) and 1.704-2(i). “Partner Nonrecourse Deductions” for this purpose has the meaning set forth in Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions for a fiscal year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

Section 5.05 Other Allocation Rules. Notwithstanding any other provisions of this Article V, Net Income, Net Loss and any item of income, gain, deduction, loss, or credit of Company shall be allocated among Members under the following rules to the extent applicable:

(a)Except as otherwise permitted under Section 514(c)(9) of the IRC and applicable Regulations, the allocation of items to THR may not result in THR having a share of the overall income of Company for any Fiscal Year greater than THR’s share of the overall loss of Company for the Fiscal Year for which THR’s loss share will be the smallest.  This Section 5.05(a) is intended to satisfy the “fractions rule” under Section 514(c)(9) of the IRC and it shall be interpreted in all respects consistently with such rule.

(b)Except as the Governing Board otherwise determines after consulting appropriate tax counsel, all allocations of all items to THR for all Fiscal Years must be consistent with THR’s being allocated the same distributive share of each item of income, gain, loss, deduction, credit, and basis, and such share must remain the same during the entire period in which THR is a Member. This Section 5.05(b) is intended to prevent Company from having “tax-exempt use property” within the meaning of Section 168(h) of the IRC, unless the Governing Board otherwise exercises its prerogative set forth in this Section 5.05(b).

Section 5.06 Distributions to Members.

(a)At the end of each quarter, the Manager shall distribute any Distributable Funds in the following priority within thirty (30) days after the end of each calendar quarter for which it has been determined by Manager that Distributable Funds exist and should be distributed:

(i)First, to repay any loans made to Company by Members and then, only after all such loans have been paid in full (unless any such payment is a prepayment of principal and such prepayment is waived in whole or in part by the lending Members);

(ii)Second, notwithstanding any provisions hereof to the contrary, and prior to any other distributions made to, declared for or set aside for any Member except as set forth above, to Adeptus in an amount equal to the sum of (A) the Preferred Distribution for such calendar quarter then ending, plus (B) the Unpaid Preferred Distribution, if any, which Unpaid Preferred Distribution shall be cumulative from quarter-to-quarter and year-to-year, as provided herein, less (C) the Outstanding Advance, if any;

(iii)Third, to repay the cash component of the Initial Capital Contribution (“Cash Contribution”) of each Member, to each Member in equal amounts until either or both Members’ Cash Contribution is repaid in full, and thereafter, if necessary, solely to the other Member until its Cash Contribution is repaid in full; and

(iv)Fourth, to the Members in accordance with the Members’ respective Ownership Percentage Interests.

(b)Notwithstanding anything to the contrary contained herein, upon the dissolution of Company, all distributions to be made to the Members in connection with

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

the liquidation of Company shall be made in accordance with Section 5.09;  provided, however, that prior to any such distributions being paid to the Members in accordance with Section 5.09 as aforesaid, the Unpaid Preferred Distribution shall first be paid in full to Adeptus.

(c)Notwithstanding anything to the contrary contained herein, at the end of each month which is not also the end of a calendar quarter, Manager may advance to Adeptus within thirty (30) days after the end of such month an amount which is the lesser of (i) * determined by Manager in good faith and (ii) * (the sum of all such advances for any calendar quarter, the “Outstanding Advance”); provided,  however, that at the end of each calendar quarter, to the extent that the Outstanding Advance exceeds the amount of Distributable Funds that would have been paid to Adeptus in such calendar quarter under Section 5.06(a) hereof if no advances had been made to Adeptus pursuant to this Section 5.06(c), then Adeptus shall repay such excess to the Company within thirty (30) days.

Section 5.07 Accounting.

(a)The books of account of Company shall be kept and maintained at all times at Company’s and/or Adeptus Parent’s principal office. The books of account shall be maintained on an accrual basis in accordance with GAAP, consistently applied, and shall show all items of income and expense.

(b)Manager shall cause to be prepared and furnished to each Member within thirty (30) days from the last day of each month from January through November and within fifteen (15) days after the end of December of each Fiscal Year, an unaudited statement reflecting the operations of Company for such month and the Fiscal Year to date, together with a balance sheet of Company as of the end of such month and all other information reasonably requested by any Member. Manager shall, at the expense of the Company, cause the Company’s financial statements to be audited by a certified public accountant selected by the Manager and approved by THR, such approval not to be unreasonably withheld, by no later than ninety (90) days after the end of such Fiscal Year. Manager shall, at the expense of Company, cause to be prepared all tax returns and statements, if any, which must be filed on behalf of Company and shall, within one hundred twenty (120) days after the close of each Fiscal Year, supply to Members all information necessary for the preparation of Members’ respective federal income tax returns.

(c)Each Member shall have the right, upon at least three (3) business days prior notice and during normal business hours, to audit, examine and make copies of or extracts from the books of account of Company at the offices of Company; provided, however, that such Member shall ensure that it and any proposed advisers it uses to review such information agree to use the information so received solely with respect to such Member’s investment in Company and for no other purpose whatsoever. Such inspection right may be exercised through any agent or employee of such Member designated by it or by an independent public accountant designated by such Member.

Each Member shall bear all expenses incurred in any examination made by or for such Member.

Section 5.08 Bank Accounts. Funds of Company shall be deposited in a Company account or accounts established by Company with banking institutions designated by the Governing Board.

Section 5.09 Liquidation. Company shall be dissolved and its affairs shall be wound up upon (a) the written consent of the Members or (b) as otherwise herein provided. Upon the dissolution of Company, the Person or Persons approved by the Governing Board to carry out the winding up of Company (“Liquidating Trustee”) shall promptly notify the Members of such dissolution. Upon dissolution of Company, Liquidating Trustee shall immediately commence to wind up Company’s affairs; provided,  however, that a reasonable time shall be allowed for the orderly liquidation of the assets of Company and the satisfaction of liabilities to creditors so as to enable the Members to minimize the normal losses attendant upon liquidation. Members shall continue to share Net Income and Net Losses during liquidation in the same proportions, as specified herein, as before liquidation. Each Member shall be furnished with a statement prepared by Company’s certified public accountants that shall set forth the assets and liabilities of Company as of the date of dissolution. The proceeds of liquidation shall be distributed, as realized, in the following order and priority:

(a)to creditors of Company, including Members who are creditors in connection with loans made by such Members to Company (to the extent otherwise permitted by law), in satisfaction of the liabilities of Company (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for distributions to Members;

(b)to the Members the remaining proceeds of liquidation in accordance with Section 5.06(a).

Section 5.10 Intent of Allocations. Members understand and agree that the allocation provisions of Section 5.04 (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Regulations. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Net Income and Net Loss or make Company distributions. Accordingly, notwithstanding the other provisions of this Article V, but subject to the Regulatory Allocations, the Governing Board may reallocate income, gain, deduction and loss as it reasonably determines to be necessary or appropriate in order to eliminate the effect of the Regulatory Allocations and thereby to cause the final Capital Account balances of Members to be in the amounts (or as close thereto as possible) they would have been if Net Income and Net Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations, including reallocating the taxable income and taxable loss of Company for prior open years (or items of gross income and deduction of Company for such years) among Members to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future years.

Section 5.11 Withholding Taxes. If Company is required to withhold any portion of any amounts distributed, allocable or otherwise attributable to a Member of Company by applicable law, Company may withhold such amounts and make such payments to taxing authorities as are necessary to ensure compliance with such applicable law. Any funds withheld by reason of this Section 5.11 shall nonetheless be deemed to have been distributed to such Member in question for purposes of this Article V and Article VII.  If Company does not withhold from actual distributions any amounts it was required to withhold by applicable Regulations, Company may, at its option, (a) require the Member to which the withholding was credited to reimburse Company for withholding required by such Regulations, including any interest, penalties or additions thereto; or (b) reduce any subsequent distributions to such Member by such withholding, interest, penalties or additions thereto. The obligation of a Member to reimburse Company for such amounts shall continue after such Member transfers or liquidates its interest in Company. Each Member agrees to furnish Company with any representations and forms as shall reasonably be requested by Company to assist in determining the extent of, and in fulfilling, any withholding obligations it may have.

Section 5.12 Partnership Representative.

(a)The Tax Matters Partner shall serve as the designated “Partnership Representative” within the meaning of Section 6223(a) of the Code in effect for the first fiscal year beginning after December 31, 2017 and thereafter. If the Tax Matters Partner is found to be ineligible to serve as Partnership Representative, the Company shall promptly appoint a qualifying Person to serve as the Partnership Representative. Such Person shall give prompt notice after becoming aware thereof to each Member of any and all notices it receives from the Internal Revenue Service in its capacity as “partnership representative” concerning the Company (that have not previously been provided by the Internal Revenue Service to such other Members directly), including any notice of audit, any notice of action with respect to a revenue agent’s report, any notice of a thirty (30) day appeal letter and any notice of a deficiency in tax concerning the Company’s federal income tax return. The Partnership Representative shall furnish each Member periodically with status reports regarding any negotiations between the Internal Revenue Service and the Company, and each such Member, if the Member so requests, may participate in such negotiation. The Partnership Representative shall not enter into any settlement with any taxing authority that would have a material adverse effect on a Member without obtaining the prior written consent of the Member (such consent not to be unreasonably withheld).

(b)The Members agree that the Partnership Representative shall have the right, after discussion with the tax advisors of the Company, to elect out of the application of Section 6221(a) (“Elect Out”) of the Code as in effect for its first fiscal year beginning after December 31, 2017, and for each fiscal year thereafter, if applicable. If the Elect Out is not available but the Partnership Representative determines it would be in the best interest of both the Company and its Members to Elect Out, the Members acknowledge that the Partnership Representative shall have the right, after discussion with the tax advisors of the Company, to elect the application of Section 6226 on behalf of the Company as in effect for its first fiscal year beginning after December 31, 2017, in the event that it receives a “notice of final partnership adjustment” that

would otherwise permit the Internal Revenue Service to collect from the Company a deficiency of tax, for each relevant year. This acknowledgement applies to each Member whether or not it owns units in both the reviewed year and the year of the Internal Revenue Service’s adjustment. If the Partnership Representative opts to elect for the application of Section 6226 as provided herein, the Members covenant to take into account and report to the Internal Revenue Service any adjustment to their items for the reviewed year as notified to them by the Company in a statement, in the manner provided in Section 6226(b) of the Code as in effect for the Company’s first fiscal year beginning after December 31, 2017, whether or not Members own any units in the year of the Company's statement. Any Member failing to report its share of such adjustments on its tax return for its taxable year including the date of the Company's statement as described immediately above shall indemnify and hold harmless the Company against any tax, interest and penalties collected by the Internal Revenue Service from the Company as a result of the Member's inaction.

ARTICLE VI

TRANSFERS

Section 6.01 Transfers Prohibited. No Member may sell, transfer, assign or otherwise encumber or permit or suffer any encumbrance of all or any part of its interest in Company (any such transaction hereinafter referred to as a “Transfer”), except: (a) a Transfer that is approved by Unanimous Board Action, (b) a Transfer by either THR or Adeptus to one of its Affiliates (which Affiliate must be fully able to perform hereunder to the same extent and with the same security as the original Member, and must agree in writing fully to perform hereunder), or (c) a Transfer by Adeptus to THR or by THR to Adeptus. In addition, no Transfer of any interest in Company (i) may be made that would require the prior approval of any regulatory agency, unless such approval has been duly obtained, or (ii) shall be effective unless and until the transferee agrees in writing to be bound by this Agreement. Any attempt to effect a Transfer in violation of this Article VI shall be void. Notwithstanding anything to the contrary in this Agreement (a) the pledge by Adeptus of any interest in Company under and pursuant to any credit facilities or related documentation and the enforcement of such pledge by the credit providers or any agent, assignees or transferees shall, in each case, be permitted hereunder (including the transfer of such interests in Company to any Person owned or controlled by or for the benefit of such credit provider and the subsequent transfer by such Person to a third party in connection with the exercise of remedies under such credit facilities and related documentation (with such transferee receiving the full rights held by the owner of such interests prior to such transfer)), (b) such credit providers and their respective agents and successors and assigns are intended third party beneficiaries of, and shall be entitled to enforce the provisions of, this sentence and (c) this provision shall not be amended, supplemented, amended and restated or otherwise modified or waived without the prior written consent of such credit providers or their agents (an “Enforcement Transfer”). If a THR Purchase Option may be elected because of a THR Purchase Event under 7.02(a)(iii) and (a)(iv) resulting from an Enforcement Transfer, then in order for such THR Purchase Option to be effective (notwithstanding anything to the contrary contained in Section 7.02), THR shall provide a THR Purchase Notice during the period of thirty (30) days after THR receives notice of such Enforcement Transfer and a copy of the executed purchase agreement for such Enforcement Transfer (it being understood that the consummation of such Enforcement Transfer may be subject to customary conditions set forth in the purchase

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

agreement including the expiration of such thirty (30) day period without limitation THR giving notice of its intent to exercise such Purchase Right); provided that in the case of Enforcement Transfer that is the transfer of interests in the Company to a Person owned or controlled by or for the benefit of the credit provider, then such thirty (30) day period shall include at least five (5) days after such transfer is actually consummated.

ARTICLE VII

TERM AND TERMINATION

Section 7.01 Term. Company shall continue in existence for a term beginning on the date hereof and continuing perpetually, until terminated and liquidated in accordance with the provisions hereof.

Section 7.02 THR Purchase Option. Upon the occurrence of any of the events set forth in Section 7.02(a) below (the “THR Purchase Events”), THR shall have the right, but not the obligation, to purchase Adeptus’ Ownership Percentage Interest for an amount equal to the Appraised Value of such Ownership Percentage Interest as determined in accordance with Section 7.07 below (the “THR Purchase Option”), upon the terms and subject to the conditions set forth in this Article VII.

(a)THR Purchase Events.  The following shall constitute THR Purchase Events under this Agreement:

[*]

(b)Notice. Upon the occurrence of a THR Purchase Event, Adeptus (or Adeptus’ legal representative) shall give written notice of the THR Purchase Event (the “THR Purchase Notice”) to THR within ten (10) days after the occurrence of such THR Purchase Event.

(c)Exercise of THR Purchase Option. Following the occurrence of a THR Purchase Event, THR shall have ninety (90) days after the later of (i) the occurrence of the THR Purchase Event, or (ii) the date of THR’s receipt of the THR Purchase Notice in which to give notice of its election to exercise the THR Purchase Option.

(d)Rights Non-Exclusive and Subject to Bankruptcy Matters.

(i)The rights of THR under this Section 7.02 shall not be the exclusive remedy of THR, but shall be in addition to any other rights and remedies available to THR at law or in equity including, without limitation, the right of THR or Company to institute suit to collect any amounts owed to THR by Adeptus or to be compensated for any damages resulting from any breach of this Agreement by Adeptus.

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

(ii)In the case of a court ordered sale resulting from a Bankruptcy Event with respect to Adeptus or any Adeptus Chain Affiliate, the Members intend that THR will have a THR Purchase Option and Adeptus will not object to or contest any such court order. All time periods and other provisions included in this Agreement shall be subordinate to any contrary timelines or requirements included in any bankruptcy laws, bankruptcy court procedures or any bankruptcy court order and THR shall have no greater rights than as contemplated by any such laws, procedures or orders.

Section 7.03 Adeptus Purchase Option. Upon the occurrence of any of the events set forth in Section 7.03(a) (individually, an “Adeptus Purchase Event”), Adeptus shall have the right, but not the obligation, to purchase THR’s Ownership Percentage Interest for an amount equal to the Appraised Value of such Ownership Percentage Interest as determined in accordance with Section 7.07 below (the “Adeptus Purchase Option”), upon the terms and subject to the conditions set forth in this Article VII.

(a)Adeptus Purchase Events. The following shall constitute Adeptus Purchase Events under this Agreement:

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(b)Notice. Upon the occurrence of an Adeptus Purchase Event, THR (or THR’s legal representative) shall give written notice of the Adeptus Purchase Event (the “Adeptus Purchase Notice”) to Adeptus within ten (10) days after the occurrence of such Adeptus Purchase Event.

(c)Exercise of Adeptus Purchase Option.  Following the occurrence of an Adeptus Purchase Event, Adeptus shall have sixty (60) days from the later of (i) the occurrence of the THR Purchase Event, or (ii) the date of Adeptus’ receipt of the Adeptus Purchase Notice in which to give notice of its election to exercise the Adeptus Purchase Option.

(d)Rights Non-Exclusive and Subject to Bankruptcy Matters.

(i)The rights of Adeptus under this Section 7.03 shall not be the exclusive remedy of Adeptus, but shall be in addition to all other rights and remedies available to Adeptus at law or in equity including, without limitation, the right of Adeptus to institute suit to collect any amounts owed to Adeptus by THR or to be compensated for any damages resulting from any breach of this Agreement by THR.

(ii)In the case of a court ordered sale resulting from a Bankruptcy Event with respect to THR, the Members intend that Adeptus will have an Adeptus Purchase Option and THR will not object to or contest any such court order. All time periods and other provisions included in this Agreement

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

shall be subordinate to any contrary timelines or requirements included in any bankruptcy laws, bankruptcy court procedures or any bankruptcy court order and Adeptus shall have no greater rights than as contemplated by any such laws, procedures or orders.

Section 7.04 THR Put Option. [*]

(a)Notice. Upon the occurrence of a THR Put Event, Adeptus (or Adeptus’ legal representative) shall give written notice of the THR Put Event (the “THR Put Notice”) to THR within ten (10) days after the occurrence of such THR Put Event.

(b)Exercise of THR Put Option. Following the occurrence of a THR Put Event, THR shall have ninety (90) days after the later of (i) the occurrence of the THR Put Event, or (ii) the date of THR’s receipt of the THR Put Notice in which to give notice of its election to exercise the THR Put Option.

(c)Rights Non-Exclusive. The rights of THR under this Section 7.04 shall not be the exclusive remedy of THR, but shall be in addition to all other rights and remedies available to THR at law or in equity including, without limitation, the right of THR or Company to institute suit to collect any amounts owed to THR by Adeptus or to be compensated for any damages resulting from any breach of this Agreement by Adeptus.

Section 7.05 Adeptus Put Option. [*]

(a)Notice. Upon the occurrence of an Adeptus Put Event, THR (or THR’s legal representative) shall give written notice of the Adeptus Put Event (the “Adeptus Put Notice”) to Adeptus within ten (10) days after the occurrence of such Adeptus Put Event.

(b)Exercise of Adeptus Put Option. Following the occurrence of an Adeptus Put Event, Adeptus shall have sixty (60) days from the later of (i) the occurrence of the Adeptus Put Event, or (ii) the date of Adeptus’ receipt of the Adeptus Put Notice in which to give notice of its election to exercise the Adeptus Put Option.

(c)Rights Non-Exclusive. The rights of Adeptus under this Section 7.05 shall not be the exclusive remedy of Adeptus, but shall be in addition to all other rights and remedies available to Adeptus at law or in equity, including without limitation the right of Adeptus to institute suit to collect any amounts owed to Adeptus by THR or to be compensated for any damages resulting from any breach of this Agreement by THR.

Section 7.06 Legal and Tax-Exemption Impediment Purchase and Sale Rights.

(a)Tax Exemption Put Rights. In the event of a Tax Exemption Impediment that is not remedied by mutual agreement of the Members in accordance with Section 9.01,

subject to the rights of Adeptus pursuant to this Section 7.06(a), THR shall have the right, but not the obligation, exercisable by written notice to Adeptus within a period of thirty (30) days after the end of any Tax-Exemption Impediment Negotiation Period, to cause Adeptus to purchase THR’s Ownership Percentage Interest for an amount equal to the Appraised Value of such Ownership Percentage Interest as determined in accordance with Section 7.07 below (the “THR Put Right”).

(b)Legal Impediment Put/Call Rights. In the event of a Legal Impediment (that is not a Tax-Exemption Impediment) that is not remedied by mutual agreement of the Members in accordance with Section 9.02, each Member (“Initiating Member”) may, within a period of thirty (30) days after the end of any Legal Impediment Negotiation Period, initiate the put-call provisions of this Section 7.06(b) by giving written notice (the “Put-Call Notice”) of such election to the other Member (“Offeree Member”), which notice shall include the proposed price per Ownership Percentage Interest (the “Put-Call Purchase Price”) at which Initiating Member is willing to do both of the following: (i) sell all of the Ownership Percentage Interests it owns to Offeree Member, or (ii) purchase all of the Ownership Percentage Interests owned by Offeree Member. Offeree Member shall have the option, exercisable within thirty (30) days after the receipt of the Offeree Member’s Put-Call Notice, to give written notice (the “Exercise Notice”) to Initiating Member of whether Offeree Member elects to (i) purchase all of the Ownership Percentage Interests of Initiating Member, or (ii) have Initiating Member purchase all of the Ownership Percentage Interests that Offeree Member owns, in each case, for the Put-Call Purchase Price. If an Exercise Notice is not duly given by Offeree Member prior to the end of the thirty (30) day period referred to above, then, on such thirtieth (30th) day, Offeree Member shall be deemed to have duly given an Exercise Notice electing to have Initiating Member purchase all of the Ownership Percentage Interests owned by Offeree Member at the Put-Call Purchase Price. Following the election or deemed election of Offeree Member, Purchasing Member and Selling Member shall take all actions reasonably necessary to cause the Closing of the purchase and sale of the Selling Member’s Ownership Percentage Interests to occur upon the terms and subject to the conditions set forth in Sections 7.07(c)-(e) below.

Section 7.07 Purchase Price.

(a)If THR exercises the THR Purchase Option pursuant to Section 7.02, the THR Put Option pursuant to Section 7.04,  or the THR Put Right pursuant to Section 7.06(a), or Adeptus exercises the Adeptus Purchase Option pursuant to Section 7.03,  or the Adeptus Put Option pursuant to Section 7.05, the Member acquiring the Ownership Percentage Interest of the other Member (“Purchasing Member”) and the Member selling its Ownership Percentage Interest to the Purchasing Member (“Selling Member”) shall meet and confer in good faith to attempt to mutually agree upon a Fair Market Value.

(b)In the event the Members are unable to mutually agree upon a Fair Market Value purchase price within twenty (20) business days after the exercise of the purchase/put rights pursuant to this Article VII, as applicable, the purchase price for such

Ownership Percentage Interest shall be the Appraised Value of such Ownership Percentage Interest as determined in accordance with Section 7.07(c).

(c)In order to determine the Appraised Value for purposes of subsection (b) above, the Purchasing Member and Selling Member shall each designate an appraiser who shall be a member in good standing of the American Society of Appraisers and who shall have expertise in valuing health care businesses or other qualified expert in health care business valuations (“First and Second Appraisers”) by giving the other written notice thereof. If either party does not so designate an appraiser with the aforementioned qualifications within fifteen (15) days after a written request to do so is delivered to such party, then the appointment of the First and/or Second Appraiser (as the case may be) shall be made in the same manner as is hereinafter provided for the appointment of a third appraiser, who shall have the same qualifications as referenced herein (“Third Appraiser”) in a case where the First and Second Appraisers and the parties themselves are unable to agree upon the Third Appraiser. The First and Second Appraisers so designated or appointed shall meet within ten (10) days after the Second Appraiser is appointed and, if within sixty (60) days after the Second Appraiser is appointed the First and Second Appraisers do not agree upon the appraised value to within a range of the higher appraised value being no more than 10% greater than the lower appraised value (in which case the average of the appraised values determined by the First and Second Appraiser shall be the binding appraised value), they shall themselves appoint a Third Appraiser; and in the event of their being unable to agree upon such appointment within ten (10) days after the end of said sixty (60) day period, the Third Appraiser shall be selected by the parties themselves if they can agree thereon within a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both, may request such appointment by the office of the American Arbitration Association located nearest to Company’s principal office. In the event of failure, refusal or inability of any appraiser to act, a new appraiser with the aforesaid qualifications shall be appointed in his stead, which appointment shall be made in the same manner as hereinbefore provided for the appointment of the appraiser who fails, refuses or is unable to act. Each party shall pay the fees and expenses of the original appraiser appointed by such party or in whose stead such appraiser was appointed, and the fees and expenses of the Third Appraiser shall be borne one-half by Selling Member and one-half by Purchasing Member. The appraisers shall endeavor to reach their decision within sixty (60) days after the appointment of the Third Appraiser; however, absent an agreement the average of the appraised values determined by the First, Second and Third Appraiser shall be the binding appraised value. After reaching their decision, the appraisers shall give written notice thereof to the Members.

(d)Payment Terms; Other Terms. Selling Member shall be paid as determined by Purchasing Member, at least fifty percent (50%) of the purchase price (net after reduction for any obligations owed by Selling Member to Company), in cash and the balance by non-negotiable promissory note by Purchasing Member to Selling Member payable in five (5) approximately equal annual installments of principal commencing twelve (12) months after the closing, together with interest at a rate equal to the Prime Rate as of the date of the promissory note plus three (3) percentage points provided that the entire purchase price will be payable in cash unless the Purchasing

Member is able to provide security for the promissory note in a form acceptable to the Selling Member. No payment other than those specifically provided for herein shall be due or payable with respect to the Ownership Percentage Interest of Selling Member. Any debt due by Company or Purchasing Member to Selling Member shall be payable according to its terms. The purchase and sale shall be on terms substantially the same as are customary in similar transactions in Texas and/or the nearest comparable jurisdiction.

(e)Timing of Closing. The closing of the purchase of Selling Member’s Ownership Percentage Interest pursuant to this Article VII shall be held at the principal office of Company within sixty (60) days following the determination of the Appraised Value. At the closing, Purchasing Member shall pay, upon the terms specified herein, the Appraised Value of such Ownership Percentage Interest to Selling Member, after agreeing upon appropriate closing conditions.

(f)Guarantees/Transfer of Facility Leases. In the event THR is the Purchasing Member, Adeptus shall make reasonable efforts to transfer and assign to Company (or cause to be transferred and assigned to Company) any real property lease and/or financing arrangements to which Adeptus or any Affiliate of Adeptus is a party with respect to any Company Facility, and THR shall accept and assume any guarantee and other obligations of Adeptus or any Affiliate of Adeptus under such real property leases and/or financing arrangements. In all events, (i) the Purchasing Member shall exercise their commercially reasonable efforts in good faith to obtain the release of the Selling Member or Affiliate of Selling Member from any guarantees provided by such Selling Member or Affiliate of Selling Member for the benefit of Company or any Company-Owned Entity, and (ii) if the Purchasing Member is unable to obtain the release of the Selling Member or Affiliate of Selling Member, the Purchasing Member shall indemnify the Selling Member or Affiliate of Selling Member for any loss, damage or claims arising from any of the Selling Member’s or Affiliate of Selling Member’s ongoing guarantees, contingent on fulfillment by the Selling Member of the other obligations under the sale/purchase agreement.

(g)Transition of Company and Member Cooperation. A Selling Member shall cooperate with regard to the change of ownership to assure, to the extent reasonably feasible, that licenses, provider numbers, contracts (including vendor and payor) and other necessary permits, registrations, etc. remain viable following the change of ownership. Further, a Selling Member shall indemnify Company and Purchasing Member, in proportion to its Ownership Percent Interest, for any loss, damage or claim arising out of any Recapture Claim prior to the closing of the purchase of Selling Member’s Ownership Percentage Interest.

Section 7.08 Operations of Company Pending Purchase.

(a)If the interest of one (1) Member is purchased pursuant to Article VII, during the period beginning on the date of notice of termination and ending with the closing of the purchase of Selling Member’s interests, the business and operations of Company shall be conducted by Purchasing Member.

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

(b)In the event of a purchase of all of any Member’s interest in Company, (i) Purchasing Member shall succeed to Selling Member’s right to appoint members of the Governing Board pursuant to Section 3.01(b)(i), and (ii) Section 5.01 shall be automatically amended to reflect the revised Ownership Percentage Interests of the Members.

(c)Except as otherwise expressly set forth in this Agreement, the resignation, bankruptcy or dissolution of a Member or the occurrence of any other event which terminates the continued membership of a Member in Company shall not cause a dissolution of Company and Company shall continue notwithstanding any such event or occurrence.

Section 7.09 Winding Up Affairs on Dissolution. Company shall be dissolved and its affairs wound up only upon the mutual agreement of the Members. Upon dissolution of Company, Members or other persons required or permitted by law to carry out the winding up of the affairs of Company shall (a) promptly notify all Members of such dissolution, (b) wind up the affairs of Company, (c) prepare and file all instruments or documents required by law to be filed to reflect the dissolution of Company, and (d) after collecting the debts and obligations owed to Company and after paying or providing for the payment of all liabilities and obligations of Company, distribute the assets of Company in accordance with Section 5.09.

Section 7.10 Waiver of Right to Partition and Decree of Dissolution. As a material inducement to each Member to execute this Agreement, each Member covenants and represents to the other Member that, during the period beginning on the date of this Agreement, and as long as such Member or its heirs, representatives, successors, transferees or assigns holds an Ownership Percentage Interest, neither it nor its heirs, representatives, successors, transferees or assigns, will attempt to make any partition whatever of the assets of Company or any interest therein whether now owned or hereafter acquired, and such Member waives all rights of partition provided by statute or principles of law or equity, including partition in kind or partition by sale. Members agree that irreparable damage would be done to the goodwill and reputation of Company if any Member should bring an action in a court to dissolve Company. Members agree that the Act and this Agreement provide fair and just provision for payment and liquidation of the interest of any Member in Company, and fair and just provision to prevent a Member from selling or otherwise alienating its interest in Company. Accordingly, each Member hereby waives and renounces its right to such a court decree of dissolution or to seek the appointment by court of a liquidator or receiver for Company.

ARTICLE VIII

NON-COMPETITION COVENANTS

Section 8.01 Covenants of Adeptus. [*]

Section 8.02 Covenants of THR. [*]

Section 8.03 Exceptions to Restrictive Covenants. Anything herein to the contrary notwithstanding, the restrictions in Section 8.01 and Section 8.02 shall not apply to:

(a)any interest in a Competing Freestanding ER Facility that becomes associated with a Member or any of its respective Affiliates as a result of a merger, reorganization, joint operating agreement or other corporate relationship of the Member as a whole with a third party (and excluding a specific acquisition of an interest in such a Competing Freestanding ER Facility) after the Effective Date of this Agreement where the third party has, as of the date of such transaction, an interest in such Competing Freestanding ER Facility, provided that such Member or such Member’s Affiliate, as applicable, shall use commercially reasonable efforts to cause each such Competing Freestanding ER Facility (other than one owned or operated by a nonprofit hospital acquired by or controlled by THR provided that Adeptus is given a right of first refusal to manage such Competing Freestanding ER Facility) to be offered to Company within ninety (90) days of the effective date of such merger, reorganization or other corporate relationship at the greater of the effective acquisition cost or the fair market valuation of such Competing Freestanding ER Facility, and Company shall have the right to purchase such facility from such Member or such Member’s Affiliate, as applicable, for cash by accepting such offer within ninety (90) days after written notice of the offer is given to Company;

(b)any interest in a Competing Freestanding ER Facility acquired by a Member or such Member’s Affiliate, as applicable, after such interest has been offered as set forth in Section 8.03(a) to Company and the representatives of the other Member on the Governing Board do not approve the investment by Company in such Competing Freestanding ER Facility within ninety (90) days after such interest was offered to Company; or

(c)THR’s express written exceptions as set forth on Schedule 8.03(c) attached hereto and made a part hereof.

Section 8.04 Remedy for Breach. If a Member or any of its Affiliates violates such Member’s covenant set forth in Section 8.01 or Section 8.02 above, and such violation is not cured within forty-five (45) days after notice is delivered from the non-breaching Member to the breaching Member of such violation (or, if the breaching Member makes diligent efforts to cure within forty-five (45) days after notice is provided, then ninety (90) days after notice is delivered without cure), the non-breaching Member shall be entitled to purchase the defaulting Member’s interest in Company for a purchase price equal to the defaulting Member’s capital account balance in Company as of the end of the calendar month immediately preceding the date of purchase. Such purchase of the defaulting Member’s interest in Company shall be consummated in accordance with the procedures set forth in Section 7.07. Nothing herein shall limit the availability of injunctive relief to prevent or enjoin any breach of this Article VIII or any Member’s liability for monetary damages resulting from any breach by such Member or its Affiliates of its obligations under this Article VIII.

Section 8.05 Enforceability of Covenants. If any provision of this Article VIII is declared unenforceable in any judicial proceeding due to an unreasonable duration or covering

too large a geographic area, then such provision shall still be enforceable for such maximum period of time and within such geographic area as will make such provision enforceable.

ARTICLE IX

JEOPARDY

Section 9.01 Tax-Exemption Impediment. If, upon THR’s receipt of a written opinion from its tax advisor or legal counsel, THR identifies a Tax-Exemption Impediment, then THR shall notify Adeptus in writing of the provision or action which forms the basis for its concern. Upon Adeptus’ receipt of a notice from THR pursuant to Section 11.01,  Members shall meet and confer in good faith as soon as reasonably practicable after an actual or potential Tax- Exemption Impediment is identified in order to discuss the reasonable alternatives and solutions to resolve such Tax-Exemption Impediment in a manner that will (a) allow THR and its Affiliates to retain their respective federal, state or local tax-exempt status; (b) ensure that THR’s distributions from Company are not subject to unrelated business income tax under IRC §511(a); and (c) allow THR and its Affiliates to maintain compliance with requirements for and issue tax- exempt bonds, certificates of participation or other tax-exempt financial obligations. The Members shall negotiate in good faith with respect to alternatives and solutions to resolve such Tax-Exemption Impediment, including any modifications or amendments to this Agreement and/or the Related Party Transactions that may be necessary or appropriate to resolve such Tax- Exemption Impediment, and Adeptus will agree to any reasonable modifications or amendments to this Agreement and/or the Related Party Transactions proposed by THR, and such modifications or amendments shall be deemed reasonable if they (a) are narrowly construed to remedy or eliminate only the Tax-Exemption Impediment at issue and do not impair or restrict the rights of Adeptus and/or its Affiliates under this Agreement or any Related Party Transaction any more than reasonably necessary to remedy or eliminate such Tax-Exemption Impediment; (b) do not involve any change to Ownership Percentage Interest of Adeptus, or the rights of Adeptus with respect to the capital, profits, losses, distributions or allocations of Company; and (c) do not involve any material change to the rights of Adeptus with respect to the governance of Company. In the event that the Members are unable to resolve a Tax-Exemption Impediment in accordance with this Section 9.01 within sixty (60) days after an actual or potential Tax- Exemption Impediment is identified (the “Tax-Exemption Impediment Negotiation Period”), then, following the end of the Tax-Exemption Impediment Negotiation Period, THR shall thereafter be entitled to exercise the THR Put Right pursuant to Section 7.06(a).

Section 9.02 Other Non-Compliance. In the event of (a) the adoption, amendment or other modification of any federal, state or local law, regulation or ordinance, (b) an interpretation of such a law, regulation or ordinance by a governmental agency or court that outside counsel for THR opines in writing is likely to be generally applicable for some significant period of time, or (c) any recognized agency, authority or association in the medical or hospital fields, or any federal, state or local government, agency, authority, commission or other governmental body, notifies Adeptus, THR or their respective Affiliates that the existence or operation of any term, covenant, condition or provision of this Agreement or any Related Party Transaction, or the manner in which Company or any Company Facility is operated (i) jeopardizes the licensure of any Company Facility or any hospital or other facility owned or operated by THR, the participation of any hospital or other facility owned or operated by THR (other than a Company Facility) in Medicare or Medicaid or other governmental program, the accreditation of any

Company Facility or any hospital or other facility owned or operated by THR by the Joint Commission on Accreditation of Healthcare Organizations or any other state or nationally recognized organization, (ii) is in violation of any statute, regulation or ordinance, or (iii) is otherwise illegal or unethical conduct (each a “Legal Impediment”), then in any such event the Members shall meet and confer in good faith as soon as reasonably practicable in order to discuss the reasonable alternatives and solutions to resolve such Legal Impediment. For the avoidance of doubt, neither a Company Facility’s failure to obtain initial licensure nor the existence of a survey reflecting deficiencies which can be responded to with a plan of correction shall be deemed a Legal Impediment. The Members shall negotiate in good faith with respect to alternatives and solutions to resolve such Legal Impediment, including any modifications or amendments to this Agreement and/or the Related Party Transactions that may be necessary or appropriate to resolve such Legal Impediment, and each Member will agree to any reasonable modifications or amendments to this Agreement and/or the Related Party Transactions proposed by the other Member, and such modifications or amendments shall be deemed reasonable if they (A) are narrowly construed to remedy or eliminate only the Legal Impediment at issue and do not impair or restrict the rights of the other Member and/or its Affiliates under this Agreement or any Related Party Transaction any more than reasonably necessary to remedy or eliminate such Legal Impediment; (B) do not involve any change to Ownership Percentage Interest of either Member, or the rights of either Member with respect to the capital, profits, losses, distributions or allocations of Company; and (C) do not involve any material change to the rights of either Member with respect to the governance of Company. In the event that the Members are unable to resolve a Legal Impediment in accordance with this Section 9.02 within sixty (60) days after an actual or potential Legal Impediment is identified (the “Legal Impediment Negotiation Period”), then following the end of the Legal Impediment Negotiation Period, each Member shall thereafter be entitled to exercise the Legal Impediment Put/Call Right pursuant to Section 7.06(b).

ARTICLE X

MEDICAL STAFF

Section 10.01 General. The Governing Board shall appoint one or more organized medical staffs (referred to herein collectively as the “Medical Staff”) for Company and Company Facilities to operate in accordance with this Agreement and the bylaws of the Medical Staff (the “Medical Staff Bylaws”) approved by the Governing Board. The Medical Staff shall operate as an integral part of Company and Company Facilities and, through its committees and officers, shall be responsible for and accountable to the Governing Board for the quality of all medical care provided to patients, the ethical conduct and professional practice of its members, and the discharge of those duties and responsibilities delegated to it by the Governing Board from time to time.

Section 10.02 Membership. The Governing Board shall consider the Medical Staff’s recommendations, the needs of Company and Company Facilities, and the community, and such additional criteria as are set forth in the Medical Staff Bylaws in acting on applications for appointment to the Medical Staff. In granting and defining the scope of clinical privileges to be exercised by each practitioner, the Governing Board shall consider the Medical Staff’s recommendations, the supporting information on which they are based, and such criteria as are set forth in the Medical Staff Bylaws. No applicant shall be denied membership on the basis of

sex, race, creed, religion, color, or national origin, or on the basis of any criteria unrelated to the delivery of quality patient care at Company Facilities, to professional qualifications, compliance with law, or to the purposes, needs and capabilities of Company or Company Facilities.

Section 10.03 Delegation of Authority to Medical Staff. The Governing Board shall delegate to the Medical Staff reasonable authority for ensuring the provision of an appropriate quality of professional care to the patients of Company and Company Facilities. The Medical Staff shall conduct an ongoing review and appraisal of the quality of professional care rendered in Company Facilities and shall report such activities and their results to the Governing Board.

(a)The Governing Board, in the exercise of its overall responsibility for the business and affairs of Company, shall delegate to the Medical Staff the responsibility and authority to process, investigate and evaluate all matters relating to Medical Staff membership, clinical privileges and corrective action, and shall require that the Medical Staff adopt and forward to the Governing Board specific written recommendations with appropriate supporting documentation that will allow the Governing Board to take informed action on any matter recommended to it by the Medical Staff.

(b)Final action on all matters relating to Medical Staff membership, clinical privileges and corrective action shall be taken by the Governing Board after considering the Medical Staff recommendations; provided,  however, that the Governing Board shall act in any event if the Medical Staff fails to adopt and submit any such recommendation within the time periods set forth in the Medical Staff Bylaws. Such Governing Board action without a Medical Staff recommendation shall be based on the same kind of documented investigation and evaluation of current ability, judgment and character as is required for Medical Staff recommendations.

Section 10.04 Rescission of Authority. The Governing Board shall have the right to rescind at any time the delegation of any authority or procedures delegated to the Medical Staff by the Medical Staff Bylaws or otherwise granted by or pursuant to this Article X.

ARTICLE XI

GENERAL

Section 11.01 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be deemed to have been properly given or served by personal delivery, by depositing the same in the United States mail, postpaid and registered or certified with return receipt requested, by sending the same by a nationally recognized overnight delivery service, or by electronic mail in "portable document format" (".PDF") as follows:

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

All notices, demands and requests shall be effective and deemed served three (3) days after being deposited in the United States mail or on the day after being deposited with such overnight delivery service or being sent by electronic mail.

Section 11.02 Insurance. Company shall carry and maintain in force insurance coverages for the activities of Company and Company-Owned Entities, and their respective members, officers, directors, managers, general partners, employees and agents to the extent required by applicable law, including the following:

(a)Commercial general liability insurance with a limit of not less $[*] per occurrence and $[*] annual aggregate;

(b)Professional (malpractice) insurance with limits of liability of not less than

$[*] per occurrence and $[*] annual aggregate; provided,  however, that all acts or omissions during the term of this Agreement shall be “continually covered” on an “occurrences” or equivalent basis by insurance. Members understand that the provisions of this Section may necessitate that Company purchase, for the benefit and at the cost of Company, “tail insurance” if its coverage lapses or “nose insurance” and/or “tail insurance” if Company changes insurance carriers, even after this Agreement has terminated;

(c)Business automobile liability insurance covering hired, owned and non- owned vehicles with a per occurrence limit of not less than $[*];

(d)Workers’ compensation insurance and other insurance as required by statute in the state in which the work will be performed; coverage will include employer’s liability with a limit of not less than $[*];

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

(e)Employment practices liability insurance with a limit of $[*];

(f)Excess or umbrella liability providing a limit of $[*] above the commercial general liability, auto liability, employer’s liability and professional liability limits above;

(g)Directors and officers liability and reimbursement insurance (including but not limited to coverage for general partners and managers and coverage for anti-trust) with a limit of not less than $[*] per occurrence;

(h)Property insurance in an amount not less than the full replacement value of the property of Company; and

(i)Network Security Liability and Privacy Liability including expenses associated with data breach and notification costs, credit monitoring, call center expenses, public relations expenses and legal costs, in an amount not less than $[*] per occurrence and $[*] annual aggregate.

All insurance shall cover THR and Adeptus as additional insureds. The premiums for such insurance shall be at a cost and expense to be borne by Company.

Section 11.03 Indemnification by Adeptus. Adeptus shall defend, indemnify, save and hold harmless both (i) THR, its shareholders, members, directors, officers, employees, agents and direct or indirect parents, Affiliates or subsidiary entities (the “THR Indemnified Parties”), and (ii) Company, from and against any and all claims, suits, disputes, judgments, losses, damages, liabilities, fines, penalties, costs or expenses including costs of legal counsel and other costs of defense (“Losses”), joint or several, which may be asserted against or incurred by any THR Indemnified Party or Company related to Company Facilities occurring prior to the Effective Date.

Section 11.04 Governing Laws and Venue. The Parties agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Texas without regard to principles of conflicts of laws thereof, and Tarrant County and the State of Texas shall be the venue for any litigation, mediation, or other proceeding as between the parties that may be brought, or arise out of, in connection with or by reason of this Agreement. The provisions of this Section shall survive the expiration or other termination of this Agreement.

Section 11.05 Waiver of Trial by Jury. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES HERETO BE TRIED BY A JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATIONS.

EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGH TO DEMAND TRIAL BY JURY.

Section 11.06 Entire Agreement. This Agreement, together with the Management Agreement, the Support Agreement, and the THR Trademark License Agreement contains the entire agreement among the Members relative to the formation and management of Company and shall replace and supersede all prior understandings between and among the Members and Company as to the subject matter hereof.

Section 11.07 Amendments. This Agreement may only be amended by the written approval of all Members.

Section 11.08 Waiver. No consent or waiver, express or implied, by Company or by any Member to or of any breach or default by another Member in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Member of the same or any other obligations of such Member hereunder. Failure on the part of Company or any Member to complain of any act or failure to act of another Member or to declare the other Member in default, irrespective of how long such failure continues, shall not constitute a waiver by Company or any Member of its rights hereunder except to the extent that an unreasonable delay after actual notice of the material facts causes actual prejudice to the other Party.

Section 11.09 Severability. If any provision of this Agreement or the application thereof to any person or circumstance are held or agreed to be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law, so long as the essential benefits expected from this Agreement remain enforceable.

Section 11.10 Dispute Resolution.

(a)In the event of a dispute under this Agreement or any Related Party Transaction (including, without limitation, the Management Agreement, except in the case of a dispute addressed by Section 5.2 of the Management Agreement), prior to mediation or litigation, either Member may, by giving notice to the other Member, convene a meeting to resolve the dispute between the chief executive officers of THR and Adeptus Parent. If said chief executive officers cannot resolve the dispute within thirty (30) days after such request for a meeting is given, the matter may or shall be submitted to mediation, in accordance with the procedures outlined below.

(b)The Members agree that, prior to filing a suit in court relating to this Agreement, they will make a good faith attempt to resolve their differences by non- binding mediation under the auspices of the American Health Lawyers Association (“AHLA”). The Members will jointly notify AHLA of their intent to use the mediation service, select a mediator from the AHLA roster, and mediate pursuant to the terms of the AHLA’s Agreement to Mediate. The mediator may be a Person who has provided services in the past (other than as an employee) to either Member. If Adeptus and THR

are unable to agree on a mediator, each of Adeptus and THR shall select a mediator from the from the AHLA roster, which mediators in turn shall jointly select a third mediator, which third mediator shall solely conduct the mediation. Adeptus and THR shall in good faith mediate the dispute for thirty (30) days. The thirty (30) day period may be extended by agreement of Adeptus and THR.

(c)At all times during the dispute resolution process, Members agree to use reasonable efforts to continue to operate Company’s business in the ordinary course.

(d)All costs of mediation (exclusive of each parties’ legal fees and initial selection of mediator in the event three mediators are chosen, which shall be borne by the party that incurs them), shall be evenly divided and borne between Adeptus and THR.

(e)This Section 11.10 shall not apply to any claims for injunctive relief arising from or relating to Article VIII, as to which each Member shall retain its rights to seek judicial relief.

Section 11.11 Attorneys’ Fees. In any action at law or equity to enforce any of the provisions or rights under this Agreement, the substantially unsuccessful party to such litigation, as determined by the court in a final judgment or decree, shall pay the substantially successful party or parties all costs, expenses and reasonable attorneys’ fees incurred therein by such party or parties (including, without limitation, such costs, expenses and fees on any appeals), and if such successful party shall recover judgment in any action or proceeding, such costs, expenses and attorneys’ fees shall be included in and as part of such award or judgment.

Section 11.12 Binding Agreement. Subject to the restrictions on transfers set forth herein, this Agreement shall inure to the benefit of and be binding upon the Members and their respective successors and permitted assigns. Whenever in this instrument a reference to any party or Member is made, such reference shall be deemed to include a reference to the Affiliates, successors and permitted assigns of such party or Member.

Section 11.13 Assignment. No Member may assign this Agreement to any third party except as permitted by Article VI of this Agreement in connection with a permitted Transfer.

Section 11.14 Counterparts. This Agreement may be signed in any number of counterparts and the signature or signatures of the undersigned may be delivered by electronic mail in “portable document format” (“.PDF”), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (each of which shall be deemed an original) and which shall together constitute one and the same instrument.

Section 11.15 Interpretation of Agreement. The parties hereto acknowledge and agree that this Agreement has been negotiated at arm’s length and between parties equally sophisticated and knowledgeable in the matters dealt with in this Agreement. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties as set forth in this Agreement.

Section 11.16 Confidentiality, Trade Secrets. To ensure the protection of trade secret and other business related confidential information belonging to THR and Adeptus, THR and Adeptus shall perform all of the obligations and shall be entitled to all of the rights set forth in Exhibit C attached hereto (the “Confidentiality and Trade Secret Rights”).

Remainder of page intentionally left blank; signature page follows.

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first set forth above.

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

Exhibit A

Initial Strategy Plan

The Members hereby acknowledge (i) their commitment to establish Company Facilities outlined below in accordance with the terms of the Operating Agreement, and (ii) that the terms of this initial strategy plan (this “Initial Strategy Plan”) are the Members’ estimated projections for future Company Facilities. All terms used in this Plan but not otherwise defined shall have the meanings ascribed to them in the Operating Agreement of FTH DFW PARTNERS LLC.

Company Facilities

Company shall own and operate the Company Facilities. The Company Facilities includes the [*] Freestanding ER Facilities and one Hospital Facility (First Texas Hospital located in Carrollton, Texas) set forth below, with facilities that are open prior to the Effective Date “bolded” and the anticipated opening dates set forth in parentheticals for facilities not yet operational.

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

[*]

Operation of Company Facilities

Company shall operate the Company Facilities such that (i) Company Facilities will be located in the Restricted Area, (ii) the Freestanding ER Facilities will operate as departments of First Texas Hospital located in Carrollton, Texas or as departments of other licensed hospitals owned and operated by Company, and (iii) all real property used by Company, including the land and buildings of Company Facilities, will be owned by a third party capital source and leased to an Affiliate of Adeptus and subleased to Company under fair market value terms unless otherwise determined by a unanimous vote of the Governing Board. [*]

Exhibit B

Financial Assistance and Emergency Medical Care Policies

1.0        Scope:

1.1Applicable Entities: This policy applies to Texas Health wholly controlled tax- exempt hospitals.

1.2Applicable Departments: This policy applies to all departments.

2.0        Purpose:

To establish Eligibility Guidelines for granting charity care assistance to patients who incur a significant financial burden as a result of receiving Medically Necessary Care at a Texas Health hospital.

3.0        Policy:

3.1        Policy Statement: Individuals who do not have an ability to pay for Medically Necessary Care will be fairly, consistently and objectively evaluated for eligibility under the Texas Health Charity Care Program. The Texas Health Charity Care Program will be administered under Eligibility Guidelines consistent with federal and state laws for budgeting, determining and reporting charity care. It is the intent of the Texas Health Charity Care Program to provide community benefits through charity care in accordance with the provisions of Texas Health & Safety Code Section 311.043-045.

3.2        Policy Guidance: Texas Health’s Charity Care Program is available for qualifying individuals who are unable to pay for Medically Necessary Care. Texas Health is dedicated to administering its Charity Care Program in a fair, consistent and objective manner respecting the dignity of each patient served. Texas Health’s Charity Care Program will be administered in a manner that seeks to allocate charity resources in a manner that maximizes the benefit received by the communities Texas Health serves. No patient will be denied financial assistance because of their race, religion, or national origin or any other basis which is prohibited by law. In implementing this Charity Care Program for the benefit of the communities Texas Health serves, Texas Health will comply with all applicable federal, state, and local laws, rules, and regulations.

Patients with family income at or below 200 percent of applicable federal poverty guidelines or patients with family income above 200 percent of applicable federal poverty guidelines who have significant unpaid medical bills may be eligible for charity care if the patient lacks sufficient funds to pay the out-of-pocket portion of their Hospital Bill.

A patient who is unable to pay his or her Hospital Bill is encouraged to apply for charity care by completing a charity application. Hospital admission and social service personnel, financial counselors, and chaplains; along with Texas Health business office personnel, are familiar with the Texas Health Charity Care Program and can answer questions relating to the program. All applications will be reviewed and a determination made whether all or a portion of the patient’s Hospital Bill qualifies for charity care assistance. It is the responsibility of the patient to actively participate in the hospital’s financial assistance screening process and to provide requested information on a timely basis, including without limitations providing the hospital with information concerning actual or potentially available health benefits coverage (including available COBRA coverage, financial status (i.e. income, assets) and any other information that is necessary for Texas Health to make a determination regarding the patient’s financial and insured status. In certain situations, Texas Health may be able to determine from financial and other information provided by independent third party vendors, that a patient qualifies for charity care even though a charity application has not been completed.

3.2.1     General:

a.          Communication Requirements – Any person seeking health care services at a Texas Health hospital should be provided written information about the Texas Health Charity Care Program as part of the admission process. Written notices shall also be conspicuously posted in both English and Spanish in the hospital’s general waiting area, emergency department and in such other locations as the hospital deems likely to inform patients of the existence of the Texas Health Charity Care Program. In addition, information describing the Texas Health Charity Care Program shall be posted on the Texas Health website. In addition, instructions on how to apply can be found on the reverse side of each THR billing statement (in “plain language”). A final notice is sent to each patient with a delinquent balance, explaining what could happen if they do not make payment arrangements or supply accurate/complete charity eligibility information. Patients are given 120 days to apply for charity before any type of negative credit report is made by THR’s collection vendors.

b.          Patient Counseling – Admission, Business Office, Social Services personnel, financial counselors and/or hospital chaplains should encourage patients (who are at financial risk as a result of the amount they are expected to owe “out-of-pocket”) to complete a Texas Health Charity Care Application. To facilitate the charity process, it is preferred that financial screening occur and Charity Care Applications be completed prior to discharge.  In no case will

screening for charity care eligibility take place prior to providing appropriate emergency medical care in accordance with the requirements of the Emergency Medical Treatment and Active Labor Act.

c.          Charity Request Initiated by Patient/Responsible Party – A Charity Care Application must be provided to any person requesting charity care. Charity care may only be granted if sufficient information is available to allow for a determination that the patient satisfies the Eligibility Guidelines outlined in Attachment I of this policy. Texas Health may utilize both information reported on charity applications and information gathered from independent third party sources to evaluate a patient’s eligibility for charity care.

d.          Request Initiated by Hospital Personnel on Patient’s Behalf – A request for charity care may be submitted by Texas Health personnel (on behalf of a patient or responsible party) who have knowledge of the patient’s financial situation. All known facts surrounding the patient’s financial condition shall be documented in requests initiated by Texas Health personnel.

e.          Follow-Up Collection Efforts – In general, no subsequent attempt shall be made to collect charges from the patient or responsible party which have been approved for adjustment under the Texas Health Charity Care Program (subject to the rights of subrogation) except to the extent a patient or responsible party receives a recovery from any third party or other source. A charity adjustment shall not be construed as a waiver by Texas Health of its ability to enforce a hospital lien for reimbursement of any amount owed by a third party liability carrier on behalf of a patient. Charity adjustments may be completely or partially reversed in the event of a recovery from a third-party or other source.

f.          The following collection activities will occur during the first 100 days that a medical bill is outstanding to include:

g.          Actions that may be taken to obtain payment after a medical bill has been outstanding for at least 100 days include:

3.2.2     Approval and Reporting:

a.          Management – The Texas Health Senior Vice President and Chief Revenue Officer is responsible for the oversight of the Texas Health Charity Care Program. The Texas Health Vice President Revenue Cycle Operations is responsible for the day-to-day management of the Texas Health Charity Program in a manner consistent with this policy.

b.          Information Verification –The Texas Health Vice President Revenue Cycle Operations shall establish procedures that specify which application information is subject to verification. In no case, should the establishment of verification procedures discriminate against any group of patients nor unduly limit a patient’s access to charity care assistance.

c.          Manual Approval – Services Already Rendered – Texas Health’s Business Office personnel shall review all available information and determine the appropriate level of charity assistance in accordance with procedures established by the Texas Health Vice President Revenue Cycle Operations. The final approval for charity write-offs will be the responsibility of the Vice President of Revenue Cycle Operations. Approval is delegated down to various levels of management, corresponding with the size of the outstanding balance. Approval for amounts greater than $25,000 will remain with the Vice President.

d.          Automated/Presumptive Charity Approval – In certain situations, Texas Health can determine that a patient qualifies for charity care under this policy through review and analysis of financial and other information provided by an independent third party vendor. In these situations, a formal charity application is not required. The

Texas Health review and analysis of available data will be complete within 30 days after the patient liability was established. If Texas Health cannot determine that a patient qualifies for charity care through this review process and a formal charity application has not been submitted, collection activities will commence in accordance with normal Texas Health collection procedures. Extraordinary collection efforts will not begin prior to 130 days after the patient liability was established.

e.          Approval – Prior to Providing Services - Each Texas Health hospital shall implement a review process to determine charity care eligibility in those situations where a patient or physician seeks an eligibility determination in advance of hospital services being provided. In those cases the entity president or financial officer (or their designees) must approve the charity request. In granting charity care to individual patients in non-emergent situations, hospital personnel should consider the availability of alternative community resources, continuity of care concerns and the potential financial impact on the hospital’s ability to grant charity care assistance broadly to the community it serves.

f.           Notification to Applicants – In general, all patients who apply for charitable assistance will be notified within a reasonable time regarding the status of their request.

g.          Appeals – An appeal of a denied Charity Care Application will be considered if material changes in a patient’s circumstances are documented. Changed circumstances may include, but are not limited to, a change in employment, health, marital, or family

status. Appeals should be made to the Texas Health Business Office in accordance with procedures established by the Texas Health Vice President Revenue Cycle Operations.

h.          Reporting – All charity adjustments must be recorded in the books and records of Texas Health on a monthly basis and a charity care log (which sets forth by patient  information designated by the Texas Health Vice President Revenue Cycle Operations) shall be maintained for each hospital. At a minimum, the charity logs must contain the following information: patient’s name, gross hospital charges, amount of payments received on the patient’s account, the amount of charity adjustment, and the charity care classification (e.g. Financially Indigent, Medically Indigent or other charity).

i.           Record Retention – Documentation sufficient to identify each patient’s income, the amount owed by the patient, the review and approval processes that were followed, and the patient’s status as Financially Indigent, Medically Indigent, or other charity shall be maintained by the Texas Health Business Office for the period required by the Texas Health Record Retention policy.

4.0        Definitions:

4.1        Annual Income - If the patient is an adult, the term Annual Income means the total gross Annual Income of the patient and any other responsible party. If a patient is married Annual Income will also include the total gross Annual Income of the patient’s spouse. If the patient is a minor, the term Annual Income means the total gross Annual Income of the patient, the patient’s mother, the patient’s father and any other responsible party.

4.2        Charity Care Application – A written request from the patient, responsible party or other interested party for assistance under the Texas Health Charity Care Program, which summarizes financial and other information needed to determine eligibility. The content of the Charity Care Application will be determined by the Texas Health Vice President Revenue Cycle Operations or his/her designee.

4.3        Eligibility Guidelines - The financial criteria and procedures established by this policy and described in Attachment I. The financial criteria shall include income levels indexed to the federal poverty guidelines and means testing; provided, however, that the financial criteria may not set the income level for charity care lower than that required by Texas counties under Section 61.023 of the Indigent Health Care & Treatment Act or higher; in the case of the financially indigent, than 200 percent of the federal poverty guidelines. The federal poverty guidelines are published in the Federal Register in February of each year and for

purposes of this policy will become effective the first day of the month following the month of publication. The guidelines published by the Texas Department of Health Services are found on their website.

4.4        Financially Indigent - An uninsured or underinsured patient whose Annual Income is less than or equal to 200% of the applicable federal poverty guidelines.

4.5        Hospital Bill - The amount owed by a patient after the application of appropriate insurance discounts or discounts provided to uninsured patients under Texas Health's Providing Discounted Pricing to Uninsured policy.

4.6        Medically Indigent - A person whose Hospital Bill exceeds a specified percentage of the patient’s Annual Income, determined in accordance with the Eligibility Guidelines detailed in Attachment I of this policy.

4.7        Medically Necessary Care – Shall in general mean non-elective inpatient and outpatient acute hospital services that are reimbursable under the Medicare and/or Medicaid programs.

4.8        Texas Health Charity Care Program - The program implemented by Texas Health to provide financial assistance to patients who qualify as Financially Indigent or Medically Indigent. The Eligibility Guidelines for charity assistance are detailed in Attachment I of this policy.

5.0      Responsible Parties:

5.1        Texas Health Senior Vice President and Chief Revenue Officer:

5.2        Texas Health Vice President Revenue Cycle Operations:

5.3        Texas Health Business Office personnel:

5.4        Texas Health’s Hospitals - All:

5.5        Entity Finance Officers:

6.0        External References:

6.1Texas Health and Safety Code Section 311.043-045.

6.2EMTALA- Emergency Medical Treatment and Active Labor Act

6.3Indigent Health Care & Treatment Act Section 61.023 (income levels)

6.4Federal Register Poverty Guidelines

6.5Texas Department of Health Services Guidelines

7.0        Related Documentation and/or Attachments:

7.1Final Policy for Collection of Advanced Deposits

7.2Co-Payments and Co-Insurance Providing Discounted Pricing to Uninsured

7.3Attachment 1- Eligibility Guidelines

ATTACHMENT I - ELIGIBILITY GUIDELINES

The criteria noted in this Attachment I shall be strictly applied to determine whether a patient is eligible for assistance under the Texas Health Charity Care Program. Only adjustments relating to those patients meeting the criteria set forth in this Attachment I shall be reported as charity in a hospital’s statement of operations.

Financially Indigent - A patient with estimated Annual Income between 0% and 200% of the federal poverty guidelines shall be approved for charity assistance provided the patient has insufficient funds and financial assets to pay his or her Hospital Bill without incurring an undue financial hardship. In general, a Financially Indigent patient will be eligible for charity in an amount equal to the full balance of his or her Hospital Bill less the amount (if any) they are deemed able to pay without incurring an undue financial hardship.

Medically Indigent - Patients with unpaid Hospital Bills that are equal to or greater than the following specified percentages of the patient or responsible party’s estimated Annual Income may be approved for a charity adjustment of up to 100% of the unpaid balance in excess of the minimum patient responsible amount indicated in the following table provided the patient has insufficient funds and financial assets to pay his or her Hospital Bill without incurring an undue financial hardship. The percentage of their annual income is also the same percentage of their balance that is left remaining for the patient’s charity co-pay. The remaining charity co-pay will be left on a single account and will be calculated using the outstanding balances on the AR, from the last 90 days.

The amount above the “Minimum Patient Responsible Amount” (shown above) represents the charity discount.

Example 1:       Patient with a family of four and an Annual Income of $80,000 (assume $80,000 is between 3.5 and 4 times the Federal Poverty Guidelines). The patient has a Hospital Bill totaling $3,000 and liquid/available financial assets totaling $500. Applying the table above, a patient’s Hospital Bill must exceed $4,200 before a patient is eligible to be considered Medically Indigent. Accordingly, the patient’s account will not qualify for charity assistance.

Example 2:      Same facts as Example 1 except that unpaid Hospital Bills total $30,000. Applying the table above, a patient’s Hospital Bill must exceed $4,200 before the patient is eligible to be considered Medically Indigent. In this example, the Hospital Bill exceeds the required $4,200 threshold so the

patient may be considered for charity care. The actual amount of charity assistance granted is based upon the patient’s ability to pay. In this example, the minimum patient responsible portion is $4,200 and the maximum potential charitable write-off is $25,800. The exact amount of charity write-off will depend upon an evaluation of the patient’s financial assets and resources.

Example 3:      Same facts as Example 1 except that unpaid Hospital Bills total $30,000 and the patient’s financial assets total $100,000. Applying the table above, a patient’s Hospital Bill must exceed $4,200 before the patient is eligible to be considered Medically Indigent. In this example, the Hospital Bill exceeds the required threshold so the patient may be considered for charity care. The amount of charity assistance is based upon the patient’s assets and resources. In this example, since the patient’s financial assets exceed the patient’s Hospital Bill, no charity adjustment will be granted.

General Considerations for Financial and Medical Indigence

Discounts – The pricing offered to Uninsured Patients for general hospital services prior to being approved under the Texas Health Charity Program will be calculated by applying a 45% discount to the Hospital’s gross charges. Implanted device charges billed under revenue codes 275, 276 or 278 will be discounted by 60% off the Hospital’s gross charges. See Discounted Pricing for Uninsured Patients and Patients with Limited Insurance Benefits Policy.

Charity Applications – All patients seeking assistance under the Texas Health Charity Program are encouraged to complete a Charity Application. A patient whose Hospital Bill reflects gross charges of $75,000 or less may not be classified as Medically Indigent unless a completed Charity Application is received by Texas Health along with materials requested by Texas Health to verify the income, assets and medical expense amounts reported therein. Texas Health may grant charity care to all other patients if sufficient documentation exists to determine a patient’s estimated Annual Income, family size and financial condition. In the case of a patient with Annual Income in excess of $75,000 who does not complete a Charity Application, the minimum patient responsible amount shall be 33.0% of the outstanding Hospital Bill.

Determination of Financial Condition - The determination that there are insufficient funds, for both financial and medical indigence, shall be made at the time a patient’s account is reviewed based upon the patient’s existing employment, financial, and family status. For purposes of this policy, assets shall include cash, stocks, bonds and other financial assets that can be readily converted to cash. In general, non-liquid assets and the patient/guarantor’s speculative ability to generate future income shall not be considered in determining whether or not sufficient funds exist to pay current medical bills.

Eligibility Determinations - Eligibility determinations shall be valid for the longer of (1) the course of treatment (including medically necessary follow-up care) associated with the patient’s

hospitalization or (2) 90 days of the determination without the need for a patient to complete an additional Charity Application unless the facts and circumstances suggest that there may have been a material change in the applicant’s financial condition and/or ability to pay.

Charity Care – Non-Emergent Situations - Charity Assistance under the Texas Health Charity Care Program may be provided to patients with both emergent and non-emergent conditions. Priority under the Texas Health Charity Care Program is given to patients with emergent medical conditions. In reviewing applications for Charity care assistance for non-emergent care, Texas Health will consider the availability of other resources in the community that meet the applicant’s needs, the ability of Texas Health hospitals to provide the proper continuum of care and the impact of the specific request on the ability of Texas Health to provide care to the broad community it serves.

Patient Cooperation - It is the responsibility of the patient to actively participate in the hospital’s financial assistance screening process, to authorize (if required) Texas Health to access available third party information and to provide requested information on a timely basis, including without limitations providing the hospital with information concerning actual or potentially available health benefits coverage (including available COBRA coverage), financial status (i.e. income, financial assets) and any other information that is necessary for Texas Health to make a determination regarding the patient’s financial and insured status. A patient’s failure to cooperate may result in a denial of charity care.

Charity Care is the option of last resort for the patient needing assistance. If funds are collected on the patient’s account prior to charity approval, they will not be refunded to the payer.

Exhibit C

Initial Capital Contributions

Exhibit C

Confidentiality and Trade Secret Rights

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (this “Agreement”) is entered into effective this 10th day of May, 2016 by and between FTH DFW Partners LLC, (“Adeptus”), a Texas limited liability company, and TEXAS HEALTH RESOURCES (“Company”), a Texas nonprofit corporation.

1.Adeptus and Company desire to exchange certain information for purposes of exploring a potential business transaction relating to a joint venture created for the purpose of developing, owning and operating freestanding emergency room facilities and one or more general acute care hospitals in the Collin, Dallas, Denton, Ellis, Hood, Johnson, Kaufman, Parker, Rockwall, Tarrant and Wise counties in the State of Texas. Representatives (as that term is defined below) of each party may be given access to various items of information which are confidential and of a proprietary nature, including but not limited to inventions, patents, patent applications, intellectual property, trade secrets, formulas, processes, methods, customer information, know how, financial data and any information that is not publicly known and derives value from not being publicly known (the “Confidential Information”). The term “Confidential Information” of a disclosing party (the “Disclosing Party”) does not include information which (1) becomes generally available to the public other than as a result of a disclosure by the party receiving the Confidential Information (the “Receiving Party”) or its Representatives, or as a result of wrongful conduct of any party, (2) was rightfully available to the Receiving Party on a non- confidential basis prior to its disclosure by the Disclosing Party or its Representatives, (3) rightfully becomes available to the Receiving Party on a non-confidential basis and through proper means from a source other than the Disclosing Party or its Representatives, provided that such source is not bound by a confidentiality agreement with the Disclosing Party or its Representatives or otherwise prohibited from transmitting the information to the Receiving Party or its Representatives by a contractual, fiduciary or other legal obligation, or (4) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as corroborated by contemporaneous records and documents of the Receiving Party.

2.Each party hereby agrees that, except with the specific prior written consent of the other

party or as expressly permitted by this Agreement, neither it nor its officers, directors or employees (all of the foregoing are collectively referred to as “Representatives”) shall at any time directly or indirectly (a) use any Confidential Information of the other party for any purposes other than the contemplated transaction referred to above, or (b) disseminate or disclose any of such Confidential Information to any persons other than those employed by it who are actively participating in the evaluation of the possible business transaction or who otherwise need to know the Confidential Information for the purpose of such evaluation. The term “person” includes without limitation any individual, entity or organization.

3.Without limiting or affecting the restrictions and obligations of Section 2 above, each party agrees that it will undertake best efforts, and in no event less than reasonable efforts, to ensure that the confidentiality of the other party’s Confidential Information will be maintained, including advising its Representatives of the confidential and proprietary nature of the Confidential Information and, where necessary, appropriate or requested by the Disclosing Party, requiring its Representatives to agree in writing to be bound by confidentiality agreements similar in substance to this Agreement.

4.In the event that a party is requested pursuant to, or required by, interrogatories, requests for production, subpoenas, or other similar legal process to disclose any Confidential Information of the other party, such party will provide the other party with prompt written notice of the request or requirement to enable the other party (1) to seek an appropriate protective order or remedy, (2) to consult with respect to steps to resist or narrow the scope of such request or legal process, or (3) to waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order

or other remedy is not obtained or a waiver is made by the other party, the party required to make the disclosure may furnish that portion (and only that portion) of the Confidential Information which, in the reasonable opinion of its counsel, it is legally compelled to disclose and shall use best efforts to ensure that all Confidential Information or other information that is so disclosed will be accorded confidential treatment by the person to whom such information is disclosed.

5.Neither this Agreement, the disclosure of Confidentiality Information by the Disclosing Party to the Receiving Party, nor the publication of any Confidential Information shall be construed to grant the Receiving Party either any implied or express license or any rights to obtain any implied or express license to the Confidential Information, any patents or other intellectual property rights arising from or disclosed in the Confidential Information, or any other information or technology. All Confidential Information provided hereunder is provided “AS IS” and without any warranty, express, implied or otherwise, regarding such Confidential Information’s accuracy or completeness. Neither party nor any of its Representatives will have any liability to the other party hereto or its Representatives relating to or resulting from the use of the Confidential Information or from any inaccuracies therein or incompleteness thereof.

6.Each party agrees that, promptly upon the written request of the other party, it will return to the other all documents, notes, other writings or electronic media containing Confidential Information of the other party then in its possession, whether prepared by it or others, including all copies thereof. The parties acknowledge and agree that each would be irreparably damaged and cannot be made whole by monetary damages in the event of any breach by the other of any provision of this Agreement. Accordingly, in the event of any such breach, the non-breaching party shall be entitled, without the requirement of posting a bond or other security, to seek injunctive relief, specific performance or any other appropriate equitable remedy, in addition to any other remedies to which the non-breaching party may be entitled at law. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and expenses from the losing party, whether incurred before or at trial, on appeal or in insolvency proceedings.

7.All notices and communications required or permitted shall be in writing and addressed as set forth below either by personal delivery or by registered air mail, or be telex or facsimile, and the date upon which such notice is so personally delivered (or if the notice is given by registered air mail, or be telex, or by facsimile, the date upon which it is received by the addressee) shall be deemed to be the date of such notice irrespective of the date appearing therein:

If to Adeptus:

Adeptus Health, Inc.

2941 Lake Vista Drive

Lewisville, TX 75067

Attn: Donald Adam, Chief Corporate Development Officer

Email: don.adam@adhc.com

With a copy to:

Adeptus Health, Inc.

2941 Lake Vista Drive

Lewisville, TX 75067

Attn: Timothy Mueller, General Counsel

Email: tim.mueller@adhc.com

If to Company:

Texas Health Resources

612 East Lamar Blvd., Suite 500

Arlington, Texas 76011

Attn: Krystal Mims

Email: KrystalMims@texashealth.org

With a copy to:

Texas Health Resources

612 East Lamar Blvd., Suite 900

Arlington, Texas 76011

Attn: Kenneth Kramer, General Counsel

Email: KennethKramer@texashealth.org

8.This Agreement may be signed in any number of counterparts and the signature or signatures of the undersigned may be delivered by electronic mail in "portable document format" (".PDF"), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (each of which shall be deemed an original) and which shall together constitute one and the same instrument.

9.This Agreement constitutes a complete statement of all of the arrangements and understanding between the parties as of the date hereof with respect to all Confidential Information and rights disclosed in or arising from the Confidential Information, and supersedes all prior agreements and understandings between them with respect thereto.

10.This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas (excluding conflict of laws). If any provision of this Agreement shall be invalid, illegal or unenforceable, no other provision shall be affected thereby. If any provision is found to be too broad to be effective, such provision shall be limited and enforced to the extent possible. This Agreement may not be modified or waived except in a writing expressly setting forth the modification or waiver and signed by the party against whom enforcement is sought. No failure or delay by a party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy.

11.In the event the parties enter into a definitive written agreement regarding the contemplated business transaction, then the confidentiality provisions of such definitive written agreement shall control over the provisions of this Agreement and this Agreement shall be of no further force or effect.

AGREED TO by the following as of the date first written above:

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

Schedule 8.03(c)

THR wholly-owns and operates two (2) Freestanding ER Facilities in Burleson and Willow Park. [*]

1.Texas Health Neighborhood Care and Wellness Center Burleson,

2.Texas Health Neighborhood Care and Wellness Center Willow Park [*]

Note: Information has been omitted from this agreement pursuant to a request for
confidential treatment, and such information has been separately filed with the Securities and
Exchange Commission. The omitted information has been marked with a bracketed asterisk (“[*]”).

Execution Version

MANAGEMENT SERVICES AGREEMENT

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into to be effective as of May 10, 2016 (the “Effective Date”), by and between FTH DFW Partners LLC, a Texas limited liability company (“Company”), and Adeptus Health Management LLC, a Texas limited liability company (“Manager”). Both Company and Manager are collectively referred to as the “Parties” and individually referred to as a “Party.”

This Agreement is made and entered into with reference to the following facts:

A.Company is a joint venture entity, co-owned by ADPT DFW Holdings LLC, a Texas limited liability company (“Adeptus”) and Texas Health Resources, a Texas non-profit corporation (“THR”), which is engaged in the business of owning and operating the Company Facilities (as defined below) and furnishing freestanding emergency department services and general hospital services at the Company Facilities (collectively, the “Business”).

B.Company and Manager desire to enter into this Agreement to set forth the terms and conditions upon which Manager will perform and provide, or arrange for the performance and provision of, services to and for Company for the management and administration of the Business and the Company Facilities.

NOW, THEREFORE, in consideration of the recitals, covenants, conditions and  promises herein contained, the receipt and sufficiency of which consideration are hereby acknowledged, Company and Manager do hereby agree as follows:

ARTICLE 1

DEFINITIONS

“Acute Care Net Revenues” means Net Revenues that are attributable to acute care hospitals.

“Adeptus” has the meaning set forth in the Preamble.

“Adeptus Chain Affiliate” means any Affiliate of Adeptus Parent that, directly or indirectly through one or more Affiliates of Adeptus Parent controlled by such Affiliate of Adeptus Parent, owns or holds an Ownership Percentage Interest in Company (provided that such Affiliate of Adeptus Parent is in the direct chain of ownership between Adeptus Parent and Company).

“Affiliate” means, with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, any equity interest, or a membership interest in a non-stock corporation, by contract, by power granted in bylaws or similar governing documents or otherwise. Without limiting the foregoing, any ownership interest greater than fifty percent (50%) for purposes hereof constitutes “control”.

“Agent” means, with respect to a Person, its officers, directors, service providers, shareholders, members, partners, employees and independent contractors and agents.

“Agreement” has the meaning set forth in the Preamble.

“Annual Budget” means, as the case may be, the Capital Annual Budget and/or the Operating Annual Budget (each respectively defined in Section 2.1(f)(i)).

“Anti-Kickback Statute” has the meaning set forth in Section 7.2(c).

“Applicable Laws” means all applicable provisions of laws, constitutions, statutes, rules, regulations, ordinances, and orders of governmental entities and all orders and decrees of courts, tribunals, and arbitrators and includes, without limitation, all Health Care Laws, each as amended from time to time.

“Billing and Collection Services” has the meaning set forth in Section 2.2.

“Board” means the board of managers of the Company.

“Business” has the meaning set forth in the Recitals.

“Business Associate Agreement” has the meaning set forth in Section 2.10.

“Change of Control” as to a Person means (a) an event, or sequence of related events, that result in any consolidation or merger of the Person with or into any limited liability company, partnership, corporation or other entity, or any other reorganization in which the owners having control of the Person immediately prior to such consolidation, merger or reorganization own less than fifty percent (50%) of the voting power of the surviving or successor entity immediately after such consolidation, merger or reorganization; (b) any transaction or series of related transactions to which the Person is a party in which at least fifty percent (50%) of the Person’s outstanding voting power is transferred; or (c) any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Person; provided, however, that a Change of Control will not include (i) any consolidation or merger effected exclusively to change the domicile of the Person, (ii) any conversion of the Person to another state law form of entity or (iii) normal turnover in the composition of a Person’s Board in accordance with its governing documents.

“Company” has the meaning set forth in the Preamble.

“Company Assets” has the meaning set forth in Section 5.5(b).

“Company Books and Records” has the meaning set forth in Section 2.1(j).

“Company Confidential Information” means any and all information of Company relating to the Company or the Business, whether or not such information is designated as being confidential or proprietary, but shall exclude any information that Manager is able to demonstrate (a) was in the public domain through no fault of Manager, its Agents or Affiliates when it was used or disclosed by Manager; (b) was known by Manager prior to the time it was first disclosed to or was first obtained by Manager or its Agents or Affiliates from Company or pursuant to this Agreement; (c) was independently developed by Manager or any of its Agents or Affiliates without the use of Company Confidential Information or (d) was disclosed to or obtained by Manager or any Agent or Affiliate thereof, from a Person that Manager or such Agent or Affiliate did not know, and did not have reason to know, was subject to a confidentiality or fiduciary obligation to Company. Without limiting the foregoing, Company Confidential Information shall include financial information related to Company and the Business.

“Company Expense Reimbursement” has the meaning set forth in Section 4.3.

Confidential treatment has been requested with respect to information contained within the [*]
marking. Such portions have been omitted from this filing and have been separately filed
with the Securities and Exchange Commission.

“Company Facilities” means each existing and future freestanding emergency department, out- patient department and acute care hospital owned and/or operated by Company or any Company-Owned Entity.

“Company Indemnified Party” has the meaning set forth in Section 6.4.

“Company-Owned Entity” means any Person owned, directly or indirectly, in whole or in part, by Company.

“Company Policies and Procedures” means the policies and procedures of Company as adopted or amended from time to time by the Board in accordance with the Operating Agreement.

“Cure Period” has the meaning set forth in Section 5.2.

“Default” has the meaning set forth in Section 5.2.

“Disqualifying Event” means [*]

“Effective Date” has the meaning set forth in the Preamble.

“EHR” means electronic health record

“Expense Reimbursement” has the meaning set forth in Section 4.3.

“FAP Policies” has the meaning set forth in Section 2.1(g).