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FOULSTON SIEFKIN
Topeka Tower, Suite 1400 32 Corporate Woods, Suite 600
534 South Kansas Ave. ATTORNEYS AT LAW 9225 Indian Creek Parkway
Topeka, Kansas 66603 3436 Overland Park, Kansas 66210 2000
785.233.3600 1551 N. Waterfront Parkway, Suite 100 913.498.2100
Fax 785.233.1610 Fax 913.498.2101
Wichita, Kansas 67206 4466
316.267.6371
www.foulston.com
Brooke Bennett Aziere
316.291.9768
866.346.1939 Fax
baziere@foulston.com
October 12
SENT VIA FEDERAL EXPRESS PRIORITY OVERNIGHT.
Gorback Family, L.P.
Michael S. Gorback, M.D.
14002 Grand Heights Court
Houston, Texas 77062
Re: Webster Surgical Specialty Hospital, Ltd., and WSSH GP, L.L.C.; Notice of
Exercise of Purchase Option.
Dear Dr. Gorback:
We are legal counsel for the manager Webster Surgical Specialty Hospital, Ltd. (the
or “Partnership”) and WSSH GP, L.L.C., LP’s General Partner (the “ ”, and
collectively with LP, the “Companies . As you know, the Companies own and operate Houston
Physicians’ Hospital (the Facility
As a Partner/Member of the Companies you are obligated to comply with the terms of the
Companies’ Amended and Restated Limited Partnership Agreement dated January 25, 2018, as
amended (the LP Agreement”) and Amended and Restated Company Agreement dated January 25,
2018, as amended (the Company Agreement”). he GP’s Board of Managers has determined that
you have committed gross misconduct that, in the Board’s reasonable opinion, adversely affects the
Partnership or the operation of the Facility. Accordingly, a “Buy Sell Event” has occurred with respect
to your 1.000 unit in each of the Companies (collectively, the “Unit under Section 10.1.15 of the
LP Agreement and Section 13.1.15 of the Company Agreement.
Pursuant to Section 10.2 of the LP Agreement and Section 13.2 of the Company Agreement,
this letter serves as the Companies’ notice to you that a Buy Sell Event has occurred and the
Compan hereby commence the Buy Sell procedures as set forth in Article X the LP Agreement
and Article XIII of the Company Agreement. his letter also serves as the Companies’ notice to you
that he Companies hereby exercise their option to repurchase the Unit pursuant to Section 10.3.1 of
the LP Agreement and 13.3.1 of the Company Agreement.
Under Section 10.5.1 of the LP Agreement and Section 13.5.1 of the Company Agreement, the
Company is hereby purchasing the Unit for its fair market value, determined and set in accordance
with the Set Value of the Units, with a forty percent discount applied (the “Purchase Price . Payment
of the Purchase Price is enclosed with this letter via promissory note (“Promissory Note in
accordance with Section 10.6 of the LP Agreement and Section 13.6 of the Company Agreement.
Dr. ichael S. Gorback
October 11, 2018
Page
n or after delivery of this letter ou will have no rights as a Partner/Member of the Companies
and will not be entitled to participate in any distributions attributable to the Companies’ operations.
Any Certificate(s) previously issued to you are hereby deemed cancelled and will be void and of no
further effect. Please return such cancelled Certificate to me to ensure proper disposal.
Please do not contact any Board of Managers, administrators, or employees of the Companies.
If you wish to discuss this matter further, please contact me directly.
Very truly yours,
FOULSTON SIEFKIN LLP
Brooke Bennett Aziere
BBA
Enclosure (copy of Promissory Note enclosed, original to follow)
Nicholas Crafts, President
Houston Physicians’ Hospital
James G. Bonnen, M.D.
Houston Physicians’ Hospital
Scott C. Palecki, General Counsel
Nueterra Capital
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FOULSTON SIEFKIN Topeka Tower, Suite 1400 32 Corporate Woods, Suite 600 534 South Kansas Ave. ATTORNEYS AT LAW 9225 Indian Creek Parkway Topeka, Kansas 66603 3436 Overland Park, Kansas 66210 2000 785.233.3600 1551 N. Waterfront Parkway, Suite 100 913.498.2100 Fax 785.233.1610 Fax 913.498.2101 Wichita, Kansas 67206 4466 316.267.6371 www.foulston.com Brooke Bennett Aziere 316.291.9768 866.346.1939 Fax baziere@foulston.com October 12 SENT VIA FEDERAL EXPRESS PRIORITY OVERNIGHT. Gorback Family, L.P. Michael S. Gorback, M.D. 14002 Grand Heights Court Houston, Texas 77062 Re: Webster Surgical Specialty Hospital, Ltd., and WSSH GP, L.L.C.; Notice of Exercise of Purchase Option. Dear Dr. Gorback: We are legal counsel for the manager Webster Surgical Specialty Hospital, Ltd. (the or “Partnership”) and WSSH GP, L.L.C., LP’s General Partner (the “ ”, and collectively with LP, the “Companies . As you know, the Companies own and operate Houston Physicians’ Hospital (the Facility As a Partner/Member of the Companies you are obligated to comply with the terms of the Companies’ Amended and Restated Limited Partnership Agreement dated January 25, 2018, as amended (the LP Agreement”) and Amended and Restated Company Agreement dated January 25, 2018, as amended (the Company Agreement”). he GP’s Board of Managers has determined that you have committed gross misconduct that, in the Board’s reasonable opinion, adversely affects the Partnership or the operation of the Facility. Accordingly, a “Buy Sell Event” has occurred with respect to your 1.000 unit in each of the Companies (collectively, the “Unit under Section 10.1.15 of the LP Agreement and Section 13.1.15 of the Company Agreement. Pursuant to Section 10.2 of the LP Agreement and Section 13.2 of the Company Agreement, this letter serves as the Companies’ notice to you that a Buy Sell Event has occurred and the Compan hereby commence the Buy Sell procedures as set forth in Article X the LP Agreement and Article XIII of the Company Agreement. his letter also serves as the Companies’ notice to you that he Companies hereby exercise their option to repurchase the Unit pursuant to Section 10.3.1 of the LP Agreement and 13.3.1 of the Company Agreement. Under Section 10.5.1 of the LP Agreement and Section 13.5.1 of the Company Agreement, the Company is hereby purchasing the Unit for its fair market value, determined and set in accordance with the Set Value of the Units, with a forty percent discount applied (the “Purchase Price . Payment of the Purchase Price is enclosed with this letter via promissory note (“Promissory Note in accordance with Section 10.6 of the LP Agreement and Section 13.6 of the Company Agreement. Dr. ichael S. Gorback October 11, 2018 Page n or after delivery of this letter ou will have no rights as a Partner/Member of the Companies and will not be entitled to participate in any distributions attributable to the Companies’ operations. Any Certificate(s) previously issued to you are hereby deemed cancelled and will be void and of no further effect. Please return such cancelled Certificate to me to ensure proper disposal. Please do not contact any Board of Managers, administrators, or employees of the Companies. If you wish to discuss this matter further, please contact me directly. Very truly yours, FOULSTON SIEFKIN LLP Brooke Bennett Aziere BBA Enclosure (copy of Promissory Note enclosed, original to follow) Nicholas Crafts, President Houston Physicians’ Hospital James G. Bonnen, M.D. Houston Physicians’ Hospital Scott C. Palecki, General Counsel Nueterra Capital Page of II After printing this label . Use the 'Print' button on this page to print your label to your laser or inkjet printer. 2. Fold the printed page along the horizontal line. 3. Place label in shipping pouch and affix it to your shipment so that the barcode portion of the label can be read and scanned. Warning Use only the printed original label for shipping. Using a photocopy of this label for shipping purposes is fraudulent and could sult in additional billing charges, along with the cancellation of your FedEx account number. Use of this system constitutes your agreement to the service conditions in the current FedEx Service Guide, available on fedex.com.FedEx will not be responsible for any claim in excess of $100 per package, whether the result of loss, damage, delay, non- delivery,misdelivery,or misinformation, unless you declare a higher value, pay an additional charge, document your actual loss and file a timely claim.Limitations found in the current FedEx Service Guide apply. Your right to recover from FedEx for any loss, including intrinsic value of the package, loss of sales, income interest, profit, attorney's fees, costs, and other forms of damage whether direct, incidental,consequential, or special is limited to the greater of $100 or the authorized declared value. Recovery cannot exceed actual documented loss.Maximum for items of extraordinary value is $1,000, e.g. jewelry, precious metals, negotiable instruments and other items listed in our ServiceGuide. Written claims must be filed within strict time limits, see current FedEx Service Guide. https://www.fedex.com/shipping/html/en/PrintIFrame.html