FORM OF RESTRICTED SHARE AWARD AGREEMENT UNDER THE MEZEY HOWARTH RACING STABLE (Employee)Restricted Share Award Agreement • May 5th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec
Pursuant to the Mezey Howarth Racing Stable 2007 Stock Incentive Plan (as amended from time to time, the “Plan”), American Addiction Centers, Inc., formerly known as Forterus, Inc., formerly known as Mezey Howarth Racing Stables, Inc., and formerly known as MH 1, Inc. (the “Company”) hereby grants (the “Agreement”) to the individual named above (the “Grantee”) the number of Restricted Shares specified above (the “Restricted Shares”), subject to the restrictions and conditions set forth in this Agreement and the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Restricted Shares in the form of cash, past or future services rendered to the Company by the Grantee, or such other form of consideration as is acceptable to the Board of Directors of the Company (the “Board”). Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.
Payment of this Note is subordinated to the payment of all obligations of the maker hereof to Wells Fargo Bank National Association pursuant to the terms of the Subordination Agreement dated as of August 31, 2012, as amended or modified from time to...AAC Holdings, Inc. • May 5th, 2014 • Services-specialty outpatient facilities, nec • Tennessee
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS THE COMPANY HAS RECEIVED THE WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • May 5th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Nevada
This Director Indemnification Agreement, dated as of (this “Agreement”), is made by and between AAC Holdings, Inc., a Nevada corporation (the “Company”), and (the “Indemnitee”).
FORM OF NON-RESTRICTED SHARE AWARD AGREEMENT UNDER THE MEZEY HOWARTH RACING STABLE (Employee)Restricted Share Award Agreement • May 5th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec
Pursuant to the Mezey Howarth Racing Stable 2007 Stock Incentive Plan (as amended from time to time, the “Plan”), American Addiction Centers, Inc., formerly known as Forterus, Inc., formerly known as Mezey Howarth Racing Stables, Inc., and formerly known as MH 1, Inc. (the “Company”) hereby grants (the “Agreement”) to the individual named above (the “Grantee”) the number of non-restricted Shares specified above (the “Shares”), subject to the restrictions and conditions set forth in this Agreement and the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Shares in the form of cash, past or future services rendered to the Company by the Grantee, or such other form of consideration as is acceptable to the Board of Directors of the Company (the “Board”). Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.
Payment of this Note is subordinated to the payment of all obligations of the maker hereof to Wells Fargo Dank National Association pursuant to the terms of the Subordination Agreement dated as of August 31, 2012, as amended or modified from time to...AAC Holdings, Inc. • May 5th, 2014 • Services-specialty outpatient facilities, nec • Tennessee
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS THE COMPANY HAS RECEIVED THE WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BEHAVIORAL HEALTHCARE REALTY, LLC A Delaware Limited Liability Company April 15, 2014Limited Liability Company Agreement • May 5th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Behavioral Healthcare Realty, LLC (the “Company”) is made and entered into effective as of April 15, 2014, by and among the Company, the Members and the Series A Preferred Owners set forth on “Exhibit A” attached hereto (the “Members” and “Series A Preferred Owners,” respectively).
CONTRIBUTION AGREEMENTContribution Agreement • May 5th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Tennessee
This Contribution Agreement (this “Agreement”), made and entered into as of April 15, 2014, is by and among Tina F. Cartwright and Victoria Menz (the “Contributors”), AAC Holdings, Inc., a Nevada corporation (“Holdings”) and, solely for purposes of Section 4.6 of this Agreement, Clinical Revenue Management Services, LLC, a Tennessee limited liability company (the “Company”). Capitalized terms used herein are defined as set forth in Annex A attached hereto. Contributors, Holdings and the Company are collectively referred to herein as the “Parties” and individually as a “Party”.
ASSET AND EQUITY PURCHASE AGREEMENTAsset and Equity Purchase Agreement • May 5th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware
THIS ASSET AND EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 31st day of August 2012 (“Effective Date”), among American Addiction Centers, Inc. f/k/a Forterus, Inc., a Nevada corporation (“Buyer”), AJG Solutions, Inc., a Florida corporation (“AJG”), Member Assistance Solutions, LLC, a Florida limited liability company (“MAS”), James D. Bevell, Jr., an individual resident of Florida (“Bevell”), and Michael Blackburn, an individual resident of Rhode Island (“Blackburn”), (each of AJG, MAS, Bevell and Blackburn individually are sometimes referred to herein as a “Seller” and collectively, the “Sellers”). The Sellers and the Companies (as defined below) are sometimes referred to herein collectively as the “Selling Parties.”
CONTRIBUTION AGREEMENTContribution Agreement • May 5th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Tennessee
THIS CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of April 15, 2014, (the “Effective Date”), by and among the parties listed on Schedule 1 attached hereto and made a part hereof (collectively and individually, “Contributor”), and AAC Holdings, Inc., a Nevada corporation (the “Company”). The Contributor and Company are collectively referred to herein as “Parties” and individually as a “Party”.
AGREEMENT AMONG STOCKHOLDERSAgreement Among Stockholders • May 5th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Tennessee
THIS AGREEMENT AMONG STOCKHOLDERS (“Agreement”) is made as of the 31st day of August, 2012 by and among MICHAEL CARTWRIGHT, a resident of Tennessee (“Cartwright”), JERROD MENZ, a resident of Tennessee (“Menz”), JAMES D. BEVELL, JR., a resident of Florida (“Bevell”), and AMERICAN ADDICTION CENTERS F/K/A FORTERUS, INC., a Nevada corporation (the “Company”). Certain capitalized terms are defined in Section 9 below.
PURCHASE AND SALE AGREEMENT Mount St. Francis, Ringwood, NJPurchase and Sale Agreement • May 5th, 2014 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made this 17th day of April 2013, by and between American Addiction Centers Inc., a Nevada corporation, and/or its assignee (“Buyer”) and the Sisters of Saint Francis of Philadelphia, a Pennsylvania non-profit religious corporation, f/k/a Franciscan Sisters of Ringwood, a Pennsylvania non-profit religious corporation (“Seller”). The Buyer and Seller are collectively referred to herein as the “Parties” and individually as a “Party”.
