Common use of Redemption Option Clause in Contracts

Redemption Option. Any holder of July 2005 Notes or July 2007 Notes (the “July Notes”) may, in lieu of exchanging the July 2005 Notes for Notes issued pursuant to this Agreement or in lieu of retaining the July 2007 Notes, elect to have the July Notes redeemed in whole or in part pursuant to this Agreement. Any such redemption shall be reflected on Schedule I hereto. The redemption price (the “Redemption Price”) for notes being redeemed pursuant hereto shall be equal to the amount of principal being redeemed. The portion of each such note that is redeemed pursuant hereto is referred to as the “Redeemed Portion.” On the Closing Date, the Company will pay to each Purchaser the Redemption Price with respect to the Redeemed Portion(s) of the July Notes held by such Purchaser and as to which this redemption option has been elected, and the Purchaser will return the originally signed July 2005 Note and/or July 2007 Note, as applicable, to the Company. If less than the entire principal amount of the July 2005 Note and/or July 2007 is being redeemed, then the Company will, within a reasonable period of time, deliver a replacement note to the Purchaser to evidence the remaining principal balance thereof (or, in the case of a July 2005 Note, the Company will issue a Note to the Holder to evidence the unredeemed amount). Each redeeming Purchaser acknowledges and agrees that, upon receipt of the Redemption Price, the Redeemed Portion will have been paid in full and will no longer be outstanding, and such Purchaser acknowledges that the Purchaser will have no further rights or entitlements under such note(s) with respect to the Redeemed Portion. Except for the payment of the Redemption Price and the satisfaction of Accrued Registration Fees and accrued interest in accordance with this Agreement, such Purchaser hereby knowingly and voluntarily waives, releases and forever discharges the Company and the Company’s subsidiaries, parent companies, officers, directors, employees, shareholders, and Affiliates (collectively, the “Released Parties”) from any and all claims, demands, damages, lawsuits, obligations, promises, and causes of action of any kind whatsoever, both known and unknown, at law or in equity, that the Purchaser may have had or has against the Released Parties at any time from the beginning of time up to and including the date of this Agreement relating to or arising from the Redeemed Portion of the July Notes.

Redemption Option. Any holder The Company shall have the right and option, upon 30 days' prior written notice to each Registered Holder, to, at any time thereafter, call, redeem and acquire all or a portion of July 2005 Notes or July 2007 Notes the Series A Warrants which remain outstanding and unexercised at the date fixed for redemption (the “July Notes”"Series A Warrant Redemption Date") mayat a price of $.01 per Series A Warrant if, and only if, the average of the closing bid and closing asked price per share of the Common Stock for each of the 20 consecutive trading days immediately prior to the mailing of said notification, and for each day thereafter until the Series A Warrant Redemption Date shall have exceeded 133.3% of the then Exercise Price. The Series A Warrant Holders shall in lieu all events have the right during the period immediately following the date of exchanging such notice and prior to the July 2005 Notes Series A Warrant Redemption Date to exercise the Series A Warrants in accordance with the provisions of Section 3 hereof. No call for Notes issued pursuant redemption and no redemption of the Series A Warrants shall be made unless the Company shall have an effective registration statement under the Act on file during such period from the date of mailing of the notice of redemption through the applicable redemption date with the Commission and all applicable state securities commissions relating to the Common Stock and the Warrant Shares, except that this Agreement obligation, as it relates to the Warrant Shares or Common Stock, may be satisfied if such Warrant Shares or Common Stock, respectively, may be transferred publicly in lieu of retaining accordance with Rule 144 or otherwise without registration under the July 2007 NotesAct. In the event that any Series A Warrants are exercised following notice but prior to redemption, elect this call option shall be deemed not to have been exercised by the July Notes redeemed in whole or in part pursuant Company as to this Agreement. Any such redemption shall be reflected on Schedule I heretothe Series A Warrants so exercised. The redemption price (notice shall require each Warrant Holder to surrender the “Redemption Price”) for notes being redeemed pursuant hereto shall be equal to the amount of principal being redeemed. The portion of each such note that is redeemed pursuant hereto is referred to as the “Redeemed Portion.” On the Closing Date, the Company will pay to each Purchaser Series A Warrants on or before the Redemption Price with respect to the Redeemed Portion(s) of the July Notes held by such Purchaser and as to which this redemption option has been elected, and the Purchaser will return the originally signed July 2005 Note and/or July 2007 Note, as applicable, to the Company. If less than the entire principal amount of the July 2005 Note and/or July 2007 is being redeemed, then the Company will, within a reasonable period of time, deliver a replacement note to the Purchaser to evidence the remaining principal balance thereof (or, in the case of a July 2005 Note, the Company will issue a Note to the Holder to evidence the unredeemed amount). Each redeeming Purchaser acknowledges and agrees that, upon receipt of the Redemption Price, the Redeemed Portion will have been paid in full and will no longer be outstanding, and such Purchaser acknowledges that the Purchaser will have no further rights or entitlements under such note(s) with respect to the Redeemed Portion. Except for the payment of the Redemption Price and the satisfaction of Accrued Registration Fees and accrued interest Date in accordance with this Agreementthe provisions of the redemption notice. In the event the Series A Warrant Certificates representing the Series A Warrants called for redemption have not been surrendered for redemption and cancellation on the applicable redemption date, such Purchaser hereby knowingly and voluntarily waives, releases and forever discharges the Company and the Company’s subsidiaries, parent companies, officers, directors, employees, shareholders, and Affiliates (collectively, the “Released Parties”) from any Series A Warrants shall be deemed to have expired and all claimsrights of the holders of such unsurrendered Series A Warrants shall cease and terminate, demandsother than the right to receive the redemption price without interest; provided, damages, lawsuits, obligations, promises, and causes of action of any kind whatsoever, both known and unknown, at law or in equityhowever, that such right to receive the Purchaser may have had or has against the Released Parties at any time redemption price shall itself expire one year from the beginning of time up Series A Warrant Redemption Date if no claim is made therefor prior to and including the date of this Agreement relating to or arising from the Redeemed Portion of the July Notessuch date.

Redemption Option. Any holder If, at any time on or prior to the Forced Sale Lockout End Date with respect to Formation Member, the NorthStar Member permits a Healthcare Platform Transfer, then, within thirty (30) days after the completion of July 2005 Notes or July 2007 Notes the Healthcare Platform Transfer, so long as the Formation Member has not been removed as Administrative Member, the NorthStar Member shall deliver Notice (the a “July NotesRedemption Notice”) may, in lieu to the Formation Member of exchanging the July 2005 Notes for Notes issued pursuant to this Agreement or in lieu of retaining the July 2007 Notes, elect to such Healthcare Platform Transfer. The Formation Member shall then have the July Notes redeemed in whole or in part pursuant right, by delivering Notice to this Agreement. Any such redemption shall be reflected on Schedule I hereto. The redemption price the NorthStar Member (the “Redemption PriceAcceptance Notice”) within thirty (30) days from receiving the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Redemption Closing”). The Redemption Closing shall occur on a date and at a place designated by the NorthStar Member, which is not more than sixty (60) days after the Formation Member has delivered the Redemption Acceptance Notice. The purchase price for notes being redeemed pursuant hereto the Interest of the Formation Member shall be equal (x) the amount that would be distributed to the amount Formation Member if all of principal being redeemed. The portion the assets of each such note that is redeemed pursuant hereto is referred to the Venture were sold for fair market value as of the date of the Healthcare Platform Transfer (as determined through the “Redeemed Portion.baseball arbitration” On the Closing Dateprocedures described in Section 7.05(f)), the Company will pay all customary transaction costs relating to each Purchaser the Redemption Price with respect to the Redeemed Portion(s) such a sale were paid, all other liabilities of the July Notes held by such Purchaser Venture and as to which this redemption option has been electedits Subsidiaries were discharged, and the Purchaser will return Venture was liquidated and all assets of the originally signed July 2005 Note and/or July 2007 NoteVenture were distributed in accordance with the provisions of Section 11.03, as applicableplus (y) if, and only if, the Redemption Closing occurs prior to the Company. If less than the entire principal amount of the July 2005 Note and/or July 2007 is being redeemed, then the Company will, within a reasonable period of time, deliver a replacement note Forced Sale Lockout End Date applicable to the Purchaser NorthStar Member, an amount equal to evidence (i) the remaining principal balance thereof aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the case of a July 2005 Note, the Company will issue a Note two most recently concluded quarterly periods multiplied by (2) 1/6) shall be paid to the Holder to evidence Formation Member at the unredeemed amount). Each redeeming Purchaser acknowledges and agrees that, upon receipt Redemption Closing for each month beginning on the date of the Redemption Price, Closing and ending on the Redeemed Portion will have been paid in full and will no longer be outstanding, and such Purchaser acknowledges that the Purchaser will have no further rights or entitlements under such note(s) with respect Forced Sale Lockout End Date applicable to the Redeemed Portion. Except NorthStar Member (which shall be prorated for any period less than a calendar month based on the payment number of the Redemption Price and the satisfaction of Accrued Registration Fees and accrued interest in accordance with this Agreement, days during such Purchaser hereby knowingly and voluntarily waives, releases and forever discharges the Company and the Company’s subsidiaries, parent companies, officers, directors, employees, shareholders, and Affiliates (collectively, the “Released Parties”) from any and all claims, demands, damages, lawsuits, obligations, promises, and causes of action of any kind whatsoever, both known and unknown, at law or in equity, that the Purchaser may have had or has against the Released Parties at any time from the beginning of time up to and including the date of this Agreement relating to or arising from the Redeemed Portion of the July Notesperiod).

Redemption Option. Any holder (a) Subject to Section 6.16, at anytime before the second anniversary of July 2005 Notes or July 2007 Notes the Closing, the Company may, upon 10 days' notice to the Purchasers, purchase from the Purchasers up to 1,066,667 Common Shares (the “July Notes”number of shares to be purchased by the Company being the "Redemption Shares") mayat a purchase price per share equal to $6.00. Upon the exercise of such option, each Purchaser shall sell to the Company its Pro Rata Portion of the Redemption Shares; provided, however as a condition to redeem any of the Redemption Shares, if requested by such Purchaser, the Company shall redeem from such Purchaser not less than that number of Redemption Shares that is required to be redeemed so that: (x) the ratio which the voting stock of the Company owned by such Purchaser immediately after the redemption bears to all of the voting stock of the Company at such time is less than 80% of the ratio which the voting stock of the Company owned by such Purchaser immediately before the redemption bears to all of the voting stock of the Company at such time and (y) the ratio which the common stock (for purposes of section 302 of the Internal Revenue Code) of the Company owned by such Purchaser immediately after the redemption bears to all of the common stock of the Company at such time is less than 80% of the ratio which the common stock of the Company owned by such Purchaser immediately before the redemption bears to all of the common stock of the Company at such time; provided, further that notwithstanding the above, either Purchaser may elect to not be redeemed if such Purchaser reasonably determines that the redemption would not qualify as a "substantially disproportionate redemption of stock" under section 302(b)(2) of the Internal Revenue Code unless the Company provides such Purchaser with a tax opinion of nationally recognized tax counsel, experienced in such matters, to the effect that such a redemption will qualify as a "substantially disproportionate redemption of stock." (b) For purposes of this Section 1.04, "Pro Rata Portion" means a fraction, the numerator of which is the number of Common Shares that the applicable Purchaser purchases hereunder, the denominator of which is 2,133,333; provided, that such number shall be increased or decreased, as appropriate, in lieu the event that prior to such purchase there shall have occurred any subdivision, split-up, combination or reverse split of exchanging shares of the July 2005 Notes Company's common stock. (c) The purchase price for Notes issued all Redemption Shares shall be payable in cash and shall be made by wire transfer of immediately available funds to an account or accounts designated by the Purchasers in writing not later than at least two business days prior to the date of the purchase. (d) The respective options to purchase Redemption Shares pursuant to this Agreement or in lieu of retaining may not be assigned without the July 2007 Notes, elect to have the July Notes redeemed in whole or in part pursuant to this Agreement. Any such redemption shall be reflected on Schedule I hereto. The redemption price (the “Redemption Price”) for notes being redeemed pursuant hereto shall be equal to the amount of principal being redeemed. The portion of each such note that is redeemed pursuant hereto is referred to as the “Redeemed Portionapplicable Purchaser's consent.” On the Closing Date, the Company will pay to each Purchaser the Redemption Price with respect to the Redeemed Portion(s) of the July Notes held by such Purchaser and as to which this redemption option has been elected, and the Purchaser will return the originally signed July 2005 Note and/or July 2007 Note, as applicable, to the Company. If less than the entire principal amount of the July 2005 Note and/or July 2007 is being redeemed, then the Company will, within a reasonable period of time, deliver a replacement note to the Purchaser to evidence the remaining principal balance thereof (or, in the case of a July 2005 Note, the Company will issue a Note to the Holder to evidence the unredeemed amount). Each redeeming Purchaser acknowledges and agrees that, upon receipt of the Redemption Price, the Redeemed Portion will have been paid in full and will no longer be outstanding, and such Purchaser acknowledges that the Purchaser will have no further rights or entitlements under such note(s) with respect to the Redeemed Portion. Except for the payment of the Redemption Price and the satisfaction of Accrued Registration Fees and accrued interest in accordance with this Agreement, such Purchaser hereby knowingly and voluntarily waives, releases and forever discharges the Company and the Company’s subsidiaries, parent companies, officers, directors, employees, shareholders, and Affiliates (collectively, the “Released Parties”) from any and all claims, demands, damages, lawsuits, obligations, promises, and causes of action of any kind whatsoever, both known and unknown, at law or in equity, that the Purchaser may have had or has against the Released Parties at any time from the beginning of time up to and including the date of this Agreement relating to or arising from the Redeemed Portion of the July Notes.