Exhibit 10.3
MEMBERSHIP TRANSFER RESTRICTION AGREEMENT
This MEMBERSHIP TRANSFER RESTRICTION AGREEMENT is made as of
August 31, 2014, by and among Integrated Wellness MD, LLC, a Maryland limited liability
company ("Integrated"), Nava Management, LLC, a Delaware limited liability company
("Nava") and Douglas Lord, M.D. ("Physician").
WITNESS ETH:
WHEREAS, Physician owns membership interests of Integrated; and
WHEREAS, Nava, Integrated and Physician believe that it is in the best interest of
Integrated to restrict the transferability of the membership interests in Integrated; and
WHEREAS, Nava wishes to guarantee certain obligations of Integrated to Physician.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties covenant and agree as follows:
1. Restrictions on Membership Interests. Except as otherwise provided herein, Physician shall
not sell, assign, transfer, gift, pledge, hypothecate, encumber or otherwise dispose of, whether
voluntarily, involuntarily, by operation of law or otherwise, any membership interests of Integrated
which Physician now owns or may hereafter acquire (the "Membership Interests"). ln addition,
Physician shall not cause Integrated to authorize, approve or declare any dividend or other
distribution with respect to the Membership Interests.
2. Automatic Transfer of Membership Interests in Certain Events.
(a) By execution of this Agreement, and unless otherwise agreed upon in writing by
the parties, Physician hereby agrees that all of the Membership Interests held by
Physician ( or any heir, executor, administrator, personal representative, estate,
testamentary beneficiary, donee, trustee in bankruptcy, successor or assignee of
Physician) shall be transferred, or deemed transferred, to the Designated Transferee
(defined below) without further action by Physician immediately upon the date of any of
the following events (each a "Transfer Event"):
(i) the date of death of Physician;
(ii) the date Physician is determined by a court of competent jurisdiction to
be incompetent, or permanently disabled;
(iii) the date Physician's license to practice medicine in any state or other
jurisdiction is suspended, revoked, terminated, relinquished or made subject to
terms of probation or other restriction;
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	(iv) the date Physician becomes excluded from any Federal Health Care
Program, as defined in 42 U.S.C. § 1320a-7b(l), or is debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded by any
federal department or agency;
(v) the date Physician becomes disqualified under applicable law to be an
owner of Integrated;
(vi) the date Physician is convicted of a felony;
(vii) the date upon which any of the Membership Interests held by
Physician is transferred or attempted to be transferred voluntarily,
involuntarily, by operation of law or otherwise, to any person who is not the
Designated Transferee;
(viii) the date upon which Physician ceases to be an independent contractor
or employee of Nava;
(ix) the date of filing any pet1t1on for or other document causing or
intended to cause a judicial, administrative, voluntary or involuntary
dissolution of Integrated; or
(x) the date Physician notifies Integrated that he no longer wishes to be a
member of Integrated.
(b) Transfer of Membership Interests. Immediately upon the occurrence of a Transfer
Event with respect to Physician, subject to the terms set forth below, all of the
Membership Interests of Integrated held by Physician or his successors and assigns shall
be immediately transferred, or deemed transferred, to the Designated Transferee without
further action by Physician:
(i) The purchase price for the Membership Interests transferred to the
Designated Transferee pursuant to this Section 2 shall be One Hundred Dollars
($100.00).
(ii) Payment of the purchase price for the Membership Interests shall be made
to Physician or Physician's personal representative, as the case may be, in cash or
by certified or cashier's check. The time for payment of the purchase price for the
Membership Interests hereunder shall be at 10:00 a.m. on the first business day
following receipt by the Designated Transferee of notice of such Transfer Event
(provided, however, that in the absence of such notice, the Designated Transferee
shall upon becoming aware of any such Transfer Event promptly notify Physician,
Integrated and Nava of such Transfer Event and tender to Physician or Physician's
personal representative, as the case may be, the purchase price for the
Membership Interests). The Designated Transferee shall tender the purchase price
at the principal office of Integrated.
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	(iii) Notwithstanding anything to the contrary herein, upon the occurrence of a
Transfer Event, the Membership Interests will be immediately transferred, or
deemed transferred, to the Designated Transferee effective upon the date of such
Transfer Event irrespective of the date of payment for such Membership
Interests.
(c) Definition. For purposes of this Agreement, "Designated Transferee" shall mean
the individual designated by Nava upon the occurrence of a Transf er Event, who shall be
licensed to practice medicine in the State of Maryland.
3. Other Matters.
4.
(a) Upon the occurrence of a Transfer Event, Physician shall be disqualified as a
member of Integrated, and shall immediately resign, or be deemed to have resigned, as
the Director, President, and employee of Integrated, and shall have no further authority to
act on behalf of Integrated.
(b) After occurrence of a Transfer Event, Physician, and any person who acquires
the Membership Interests, other than the Designated Transferee, shall neither have nor
exercise any right or privilege as a member of Integrated, including any ri ght to receive
any unallocated or undistributed distribution.
Payments and Guaranty.
(a) The parties hereby acknowledge and agree that Physician shall be entitled to the
following payments from Integrated in consideration for his services as a member, an
officer, and a site director:
(i) Integrated shall pay Physician the monthly amount of One Thousand
Dollars ($1 ,000) for each site for which Physician provides administrative
services (the "Monthly Payment");
(ii) Integrated shall continuously provide professional liability insurance for
itself and for Physician, with minimum coverage limits of One Million Dollars
($1,000,000) per occurrence, and Three Million Dollars ($3,000,000) annual
aggregate, including, if necessary, the purchase of tail insurance as set forth in
subsection (iii) below;
(iii) tail insurance, with the same coverage limits as set forth in subsection
(ii) above, covering medical malpractice claims made following the termination
of Physician's employment by Integrated for any reason;
(iv) Integrated shall continuously provide directors and officers liability
insurance which shall provide coverage for Physician, with minimum coverage of
Three Million Dollars ($3,000,000) including, if necessary, the purchase of tail
insurance with the same coverage limits (the insurance coverages set forth in
subsections (ii), (iii) and (iv) above are referred to herein collectively as the
"Insurance Coverage"); and
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	(v) Integrated shall pay the cost of the reasonable attorneys' fees incurred by
Physician in regard to the review of this Agreement and other matters and
documents relating thereto upon demand.
(vi) Certificates, binders, or other appropriate evidence of insurance
concerning all of the policies of Insurance Coverages shall be provided to
Company and Physician within sixty (60) days after the execution of this
Agreement.
(b) Nava hereby, unconditionally and irrevocably, guarantees the due and punctual
payment of the Monthly Payment (for as long as Physician remains a member, an officer,
a site director or an employee of Integrated in good standing), the Insurance Coverage
premiums, and the attorneys' fees as described in subsection (v) immediately above.
when and as such payments shall arise and become due and payable (the "Guaranteed
Obligations"). If for any reason whatsoever, Integrated shall fail or be unable to comply
with any of the Guaranteed Obligations, Nava will promptly upon receipt of notice
thereof from Physician, pay or cause to be paid in lawful money of the United States the
unpaid Guaranteed Obligations then due and payable to Physician, the insurance carrier
or to Physician's attorneys (as appropriate).
5. Notices. All notices, requests, consents and other communications hereunder shall be in
writing, shall be addressed to the receiving party's address set forth below or to such other
address as a party may designate by notice hereunder, and shall be either (i) delivered by hand.
(ii) telexed, telecopied or made by facsimile transmission, (iii) sent by overnight courier, or (iv)
sent by certified or registered mail, return receipt requested, postage prepaid.
If to Integrated:
9755 Patuxent Woods Drive, Suite 100
Columbia, MD 21046
If to Physician:
Douglas Lord, M.D.
15814 Thistle Bridge Drive
Rockville, MD 20853
With a copy to:
Steven R. Smith, Esq.
Ober Kaler
1401 H Street, NW, Suite 500
Washington, DC 20005
Ifto Nava:
9755 Patuxent Woods Drive, Suite 100
Columbia, MD 21046
All notices, requests, consents and other communications hereunder shall be deemed to have
been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the
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	address of such party set forth above, (ii) if by facsimile transmission, at the time that receipt
thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by
overnight courier, on the next day following the day such mailing is made (or in the case that
such mailing is made on Saturday, on the immediately following Monday), or (iv) if sent by
certified or registered mail, on the 3rd day following the time of such mailing thereof to such
address (or in the case that such 3rd day is a Sunday, on the immediately following Monday).
6. Successors. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, and their authorized successors or assigns. Neither the rights and obligations of
Integrated nor the rights and obligations of Physician may be assigned without the consent of
the remaining parties hereto. Any assignment of this agreement in violation of this provision
shall be null and void.
7. Third Party Beneficiary. The parties hereto acknowledge that the Designated
Transferee, if and when he or she becomes a Designated Transferee, shall have standing to
enforce the provisions of this Agreement and shall be bound by the tem1s hereof.
8. Governing Law. This Agreement shall be governed in all respects by applicable federal
laws and, to the extent not preempted, the laws of the State of Maryland. The parties agree that
jurisdiction and venue shall be proper only in the Circuit Court of Baltimore City, and the
United States District Court for the District of Maryland.
9. Complete Agreement. All understandings and agreements heretofore had between the
parties hereto with respect to the transactions contemplated hereby are merged into this
Agreement, with the exception of that certain Indemnification Agreement between Integrated,
Nava and Physician, effective as of September I, 2014 (the "Indemnification Agreement"),
and this Agreement, with the exception of the Indemnification Agreement, reflects al I the
understandings of the parties with respect to such transactions.
9. Captions. The section titles or captions in this Agreement are for convenience of
reference only. They shall not be considered to be a part of this Agreement, and they in no
way define, limit, extend or describe the scope or intent of any provision hereof.
10. Modification. This Agreement cannot be modified, extended or amended except by
written agreement signed by all of the parties hereto.
11. Confidentiality. The existence and the terms and conditions of this Agreement are
confidential and shall not be disclosed to any third party by any party to this Agreement
without the prior written consent of all other parties to this Agreement, except as necessary to
such party's directors, officers, attorneys and other advisors, or as required by law.
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	12. Counterparts. This Agreement may be executed in two or more counterpai1s and each
counterpart, when so executed and delivered, shall constitute a complete and original instrument,
and it shall not be necessary when making proof of this Agreement or any counterpart hereto to
produce or account for any other counterparts.
TN WITNESS WHEREOF, the parties have executed this Agreement as a scaled instrument as
of the dale first written above.
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fNTEGRA TED WELLNESS MD, LLC
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NAVA MANAGEMENT, LLC
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MEDICAL DIRECTOR
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	AMENDMENT TO MEMBERSHIP TRANSFER RESTRICTION AGREEMENT
This Amendment is made effective as of January 1, 2021, by and between Nava Health MD,
LLC, previously known as Nava Management, LLC ("Manager"); Nava Health Medical Group,
LLC, previously known as Integrated Wellness MD, LLC ("Practice"); and Douglas Lord, M.D.
("Physician), and amends that certain Membership Transfer Restriction Agreement between the
parties dated August 31 , 2014, as previously amended (the "Agreement"), as follows:
1. General. Any terms defined in the Agreement shall, if used herein ( and not otherwise
defined herein), have the meaning provided to them in the Agreement. In the event of any
conflict between the terms of the Agreement and the terms of this Amendment, the terms
of this Amendment shall prevail.
2. Payments and Guaranty. Section 4.l(a)(i) of the Agreement is hereby deleted.
3. Full Force and Effect. Except as modified hereby, the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
Manager
Nava Health MD, LLC,
previously known as Nava Management, LLC
Phys:~ DougO~k
9400389.1 23766/124472 4/10/22
Practice
Nava Health Medical Group, LLC,
previously known as Integrated
Wellness MD, LLC £) _
By: ~.a..~~£)_
Name/Title: ~
C-, UJ,,.-l& tor../