Common use of Unit Certificates Clause in Contracts

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Texas Cityview Care Center GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center Monument Rehabilitation GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center Oakland Manor GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Texas Heritage Oaks Nursing and Rehabilitation Center GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Willow Creek Healthcare Center GPCenter, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPFountain Senior Assisted Living, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center Clairmont Tyler GP, LLC and shall be a security governed by Article 8 of the b▇ ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legendslegend: "This certificate evidences a membership interest in The Woodlands Highland Healthcare Center GPand Rehabilitation Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPSpring Senior Assisted Living, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legendslegend: "This certificate evidences a membership interest in The Woodlands Louisburg Healthcare Center GPand Rehabilitation Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center Town and Country Manor GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPHancock Park Rehabilitation Center, LLC and shall be a security governed secu▇▇▇▇ ▇▇verned by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center Colonial New Braunfels GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Briarcliff Nursing and Rehabilitation Center GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center Flatonia Oak Manor GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legendslegend: "This certificate evidences a membership interest in The Woodlands Richmond Healthcare Center GPand Rehabilitation Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPElmcrest Care Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legendslegend: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPHospice Care Investments, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPDevonshire Care Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPRio Hondo Subacute and Nursing Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legendslegend: "This certificate evidences a membership interest in The Woodlands Shawnee Gardens Healthcare Center GPand Rehabilitation Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Oak Crest Nursing Center GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Villa Maria Healthcare Center GPCenter, LLC and shall be a security governed by ▇▇▇▇▇▇▇▇ ▇y Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPFountain Care Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legendslegend: "This certificate evidences a membership interest in The Woodlands Baldwin Healthcare Center GPand Rehabilitation Center, LLC and shall be a security ▇▇▇▇▇▇ty governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Comanche Nursing Center GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center Clairmont Beaumont GP, LLC and shall be a security governed by Article 8 of the governe▇ ▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center Colonial Tyler GP, LLC and shall be a security governed by Article 8 of the Uniform ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legendslegend: "This certificate evidences a membership interest in The Woodlands Wathena Healthcare Center GPand Rehabilitation Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPSycamore Park Care Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Coronado Nursing Center GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPFountain View Subacute and Nursing Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Live Oak Nursing Center GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Guadalupe Valley Nursing Center GP, LLC and shall be a security governed secu▇▇▇▇ ▇▇▇▇rned by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPAlexandria Care Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center Hallettsville Rehabilitation GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center Clairmont Longview GP, LLC and shall be a security governed by Article governe▇ ▇▇ ▇▇▇▇cle 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPHancock Park Senior Assisted Living, LLC and shall be a security governed sec▇▇▇▇▇ ▇overned by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Valley Healthcare Center GPCenter, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center West Side Campus of Care GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Carehouse Healthcare Center GPCenter, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legendslegend: "This certificate evidences a membership interest in The Woodlands Rossville Healthcare Center GPand Rehabilitation Center, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPSkilled Healthcare, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GP, Hallmark Rehabilitation GP LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center Hospitality Nursing GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate issued to the Member (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPBrier Oak on Sunset, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center Leasehold Resource Group, LLC (f/k/a Secured Resource Management, GP, LLC LLC) and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Center GPEarlwood, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.

Unit Certificates. The limited liability company interests of the LLC shall consist of 100 units (the "Membership Interests"), which shall be evidenced by a unit certificate (the "Unit Certificate"). The Member hereby irrevocably elects that all Membership Interests in the LLC shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction. The Unit Certificate shall bear the following legends: "This certificate evidences a membership interest in The Woodlands Healthcare Southwood Care Center GP, LLC and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction." "THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited Liability Company maintains books for the purpose of registering transfers. This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof." This provision shall not be amended, and any purported amendment to this provision, shall be null and void.