Exhibit 10.5


 


NAVA
HEALTH MD, LLC


ASSIGNMENT AGREEMENT


 


THIS AWARD
GRANT AGREEMENT (this “Agreement”) is entered into as of this June 20
, 2021 (“Grant Date”), by and between NAVA HEALTH MD, LLC, a Delaware limited liability company, previously known as Nava
Management, LLC (the “Company”), and Douglas Lord (“Recipient”).


 


EXPLANATORY STATEMENT


 


The Recipient
is the Medical Director of the Company. The Recipient wishes to purchase certain Class B membership interests of the Company (the “Interests”).
The Company has agreed to sell and assign the Interests to Recipient in accordance with the terms and subject to the conditions provided
in this Agreement; and


 


NOW, THEREFORE,
in consideration of the mutual covenants hereinafter set forth, the parties to this Agreement hereby agree as follows:


 


1.             Sale
and Assignment. In consideration of the sum of $351,500.00 (the “Purchase Price”), the Company hereby sells and assigns
to Recipient 40,000 Class B Interests of the Company. Recipient, upon payment of the Purchase Price and joinder in the Company’s
Amended and Restated Operating Agreement (pursuant to the Joinder Agreement attached hereto as Exhibit A), hereby accepts all
right, title, and interest in the Interests.


 


2.             Restrictions.
Recipient agrees that the Interests assigned to the Recipient hereunder are subject to restrictions on transfer set forth in this Agreement.


 


3.             Right
of First Refusal. From and after the date of assignment of the Interests to Recipient, the Company shall have the first right to
purchase any Interests proposed to be transferred to a third party by the Recipient. In the event the Recipient desires to accept a bona
fide third-party offer for the transfer of any or all of the Interests (the “Target Interests”), the Recipient shall promptly
deliver to the Company written notice of the intended disposition (“Disposition Notice”) and the basic terms and conditions
thereof, including the identity of the proposed purchaser. The Company shall, for a period of fifteen (15) days following receipt of
the Disposition Notice, have the right to repurchase all or any portion of the Target Interests upon the same terms and conditions specified
in the Disposition Notice. Such right shall be exercisable by written notice (the “Exercise Notice”) delivered to the Recipient
prior to the expiration of the fifteen (15) day exercise period. If such right is exercised, then the Company shall effect the repurchase
of such Target Interests, including payment of the purchase price, not more than thirty (30) business days after the delivery of the
Exercise Notice. At such time, the Recipient shall deliver to the Company the certificates representing the Target Interests to be repurchased,
each certificate to be properly endorsed for transfer. Title to the Target Interests will pass concurrently with their delivery. Such
delivery shall constitute a representation and warranty on the part of the Recipient that he has, and thereby conveys, good and marketable
title to the Target Interests, free of all liens and encumbrances. In the event the Exercise Notice is not given by the Company to the
Recipient within fifteen (15) days following the date of the Company’s receipt of the Disposition Notice, the Company shall be
deemed to have waived its right of first refusal with respect to such proposed disposition.


 


 4.             Company’s Repurchase Right upon Termination of Service.




 


(a)   
Upon the termination of the Recipient’s engagement as Medical Director with Company for any reason, the Company shall have
the right, but not the obligation, to purchase, and in such case the Recipient or the Recipient’s personal representative in the
event of the death of the Recipient (the “Personal Representative”), shall sell to the Company, any Interests of the Recipient
issued pursuant to this Agreement (“Repurchase Interests”), in accordance with the terms and procedures set forth below (“Repurchase
Right”).


 






     


     


    

 


(b)   
 The Company’s Repurchase Right shall be at a price equal to (A) $ 1.00
if Recipient’s engagement as Medical Director for Company is terminated by the Company for Cause (as defined below), and (B) the
Fair Market Value (as defined below) of the Repurchase Interests if the Recipient’s engagement as Medical Director for Company is
terminated for any reason other than for Cause, including the death or Disability of the Recipient (in each case, the “Purchase
Price”).


 


(c)   
The Repurchase Right may be exercised at any time during the ninety (90) day period (“Repurchase Period”) following
the Termination Date, by giving written notice to the holder of the Repurchase Interests prior to the expiration of the Repurchase Period.
The notice shall indicate the number of Repurchase Interests to be repurchased and the date on which the repurchase is to be effected,
such date to be not later than the last day of the Repurchase Period, provided that if the Purchase Price for the Repurchase Interests
is the Fair Market Value, the closing shall take place not later than 45 days after the date the Fair Market Value is determined by the
Board. At the closing, the Recipient or the Personal Representative, as the case may be, shall deliver to the Company the certificate
or certificates representing the Repurchase Interests, duly endorsed in blank, or accompanied by an assignment separate from certificate
duly endorsed in blank. Title to the Repurchase Interests will pass concurrently with their delivery. Such delivery shall constitute a
representation and warranty on the part of the Recipient or Personal Representative, as the case may be, that he or she has, and thereby
conveys, good and marketable title to the Repurchase Interests, free of all liens and encumbrances.


 


(d)   
The Company shall pay the Purchase Price by cash or check, provided, however, that the Company, at its option, may pay the Purchase
Price in five equal installments as follows: the first installment shall be paid at the closing of the purchase of the Repurchase Interests;
the remainder of the Purchase Price shall be paid by the delivery of a promissory note to the Recipient that provides for four annual
installment payments of the Purchase Price plus simple interest at the rate of five percent (5%) per annum to be paid beginning on the
first anniversary of the Termination Date. Upon such payment of the Purchase Price to the holder of the Repurchase Interests at the closing,
the Company and/or its assigns shall become the legal and beneficial owner of the Repurchase Interests and all rights and interest related
thereto, and the Company shall have the right to cancel or transfer to its assigns the Repurchase Interests, without further action by
such holder.


 


(e)   
Whenever the Company shall have the right to purchase Repurchase Interests under this Repurchase Right, the Company may designate
and assign one or more persons, to exercise all or a part of the Company’s Repurchase Right.


 


(f)    
For purposes of this Agreement, "Cause" means an action or failure to act by the Recipient constituting fraud, misappropriation
or intentional damage to the property or business of the Company; the commission of an act of deliberate and material dishonesty; the
commission of a crime constituting a felony, or causing the Company to commit such a crime; a willful breach of or repeated failure by
the Recipient to perform his or her duties; the unauthorized use or disclosure by the Recipient of any proprietary information or trade
secrets of the Company or any other party to whom the Recipient owes an obligation of nondisclosure as a result of his or her relationship
with the Company; the Recipient’s unlawful trading in the securities of the Company or another Company based on information gained
as a result of the Recipient’s engagement or other relationship with the Company; or the Recipient’s willful breach of any
of his obligations under any written agreement or covenant with the Company, including any non-competition or non-solicitation covenants.


 


(g)   
For purposes of this Agreement, the “Fair Market Value” means, as it relates to Interests, as of the relevant date,
the value determined by the Company’s third party accounting firm.


 


5.             Obligation
to Transfer Interests; Power of Attorney. In the event the Recipient or Personal Representative, as the case may be, fails or
refuses to deliver certificates representing Interests in accordance with any provision of this Agreement, the Recipient hereby
authorizes the Company, in his name, place and stead, to effect such transfer of his Interests on the books of the Company in
accordance with the terms of this Agreement, and hereby constitutes and appoints any officer of the Company as his true and
lawful attorney-in-fact to execute and deliver all documents and instruments, including stock powers and assignments, as may be
necessary to implement the provisions of this Agreement. This power is coupled with an interest, is irrevocable and shall not be
affected by the death or disability of the Recipient.


 






     


     


    

 


 6.            Investment Representations.




 


(a)            
This Agreement is made in reliance upon the Recipient’s representation to the Company, which by its acceptance hereof the
Recipient hereby confirms, that the Interests to be assigned will be acquired for investment for his own account, not as a nominee or
agent, and not with a view to the sale or distribution of any part thereof, and that he or he has no present intention of selling, granting
participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of property
shall at all times be within his control.


 


(b)            
The Recipient understands that the Interests may not be sold, transferred, or otherwise disposed of without registration under
the Securities Act of 1933, as amended (the “1933 Act”) or an exemption therefrom, and that in the absence of an effective
registration statement covering the Interests or an available exemption from registration under the 1933 Act, the Interests must be held
indefinitely. In particular, the Recipient is aware that the Interests may not be sold pursuant to Rule 144 or Rule 701 promulgated under
the 1933 Act unless all of the conditions of the applicable Rules are met. Among the conditions for use of Rule 144 is the availability
of current information to the public about the Company. Such information is not now available, and the Company has no present plans to
make such information available. The Recipient represents that it will not sell, transfer or otherwise dispose of the Interests except
in a manner consistent with the representations set forth herein and then only in accordance with the provisions of this Agreement.


 


(c)            
The Recipient agrees that in no event will it make a transfer or disposition of any of the Interests unless and until (i) the Recipient
shall have (A) notified the Company of the proposed disposition, (B) furnished the Company with a statement of the circumstances surrounding
the disposition, and (C) complied with all requirements for transfer provided in this Agreement, and (ii) if requested by the Company,
the Recipient at its expense shall have furnished to the Company either (A) an opinion of counsel, reasonably satisfactory to the Company,
to the effect that such transfer may be made without registration under the 1933 Act or (B) a “no action” letter from the
Securities and Exchange Commission to the effect that the transfer of such securities without registration will not result in a recommendation
by the staff of the Securities and Exchange Commission that action be taken with respect thereto.


 


(d)            
Recipient further acknowledges that the Company has provided no advice or representations to Recipient regarding the tax consequences
of this Agreement, and that Recipient has been advised to seek the advice and consultation of its own personal tax advisers with respect
to such tax consequences.


 


7.            Legends.
Any certificates representing the Interests shall bear the following legends giving notice of restrictions on transfer of such Interests
under the Securities Act and under this Agreement as follows:


 


THE SALE, TRANSFER, HYPOTHECATION,
NEGOTIATION, PLEDGE, ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY ARE RESTRICTED
BY AND ARE SUBJECT TO ALL OF THE TERMS, CONDITIONS AND PROVISIONS OF A CERTAIN AWARD GRANT AGREEMENT DATED AS OF                           BETWEEN THE
RECIPIENT AND THE COMPANY, WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO ANY STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.


 






     


     


    

 


8.             NO
EFFECT ON TERMS OF EMPLOYMENT. THIS AGREEMENT SHALL NOT CONFER UPON RECIPIENT ANY RIGHT WITH RESPECT TO CONTINUATION OF RECIPIENT’S
EMPLOYMENT WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE RIGHT OF RECIPIENT OR THE COMPANY TO TERMINATE RECIPIENT’S
EMPLOYMENT WITH THE COMPANY AT ANY TIME FOR ANY REASON WITH OR WITHOUT CAUSE OR CHANGE THE TERMS OF EMPLOYMENT OF RECIPIENT.


 


9.             Maryland Law. This agreement is to be construed in accordance with and governed by and enforced in accordance with the internal
laws of the State of Maryland without giving effect to any conflicts of law rule that would cause the application of the laws of any jurisdiction
other than the internal laws of the State of Maryland to the rights and duties of the parties. Jurisdiction and venue for any dispute
arising from the Agreement will be exclusively in the state or federal courts for Baltimore County, Maryland.


 


10.          Waiver
of Trial by Jury. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN CONNECTION WITH ANY ACTION OR
PROCEEDING INSTITUTED UNDER OR RELATING TO THIS AGREEMENT, OR ANY OTHER DOCUMENT EXECUTED PURSUANT HERETO, OR IN CONNECTION WITH ANY
COUNTERCLAIM RESULTING FROM ANY SUCH ACTION OR PROCEEDING.


 


11.           Notice. All notices and other communications under this Agreement shall be in writing and shall be effective upon delivery
to the party to be notified, on the date of delivery by a nationally recognized overnight courier. All notices and other communications
to the Company shall be sent to its principal executive office, and to Recipient at his address in the records of the Company.


 


12.           Successors.
This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company. Where the context permits,
 “Recipient” as used in this Agreement shall include Recipient’s executor, administrator or other legal representative
or the person or persons to whom Recipient’s rights pass by will or the applicable laws of descent and distribution.


 


13.           Entire Agreement. This Agreement constitutes the entire agreement of the parties concerning the matters set forth and supersedes
any understanding or agreement, oral or written.


 


IN WITNESS WHEREOF, the parties
hereto have duly executed this Agreement as of the date first above written.


 


	NAVA HEALTH MD,
    LLC	 	RECIPIENT:
	a Delaware limited liability
    company	 	 
	 	 	 	 
	By:	 /s/ Bernaldo Dancel	 	/s/ Douglas
    Lord
	 	Bernaldo Dancel, CEO	 	Douglas Lord
	 	 	 	 
	 	 	 	Address:	 
	 	 	 	 




 






     


     


    

 


Exhibit A


 


JOINDER TO OPERATING AGREEMENT
OF NAVA HEALTH MD, LLC


 


This
Joinder Agreement of NAVA HEALTH MD, LLC (this “Joinder Agreement”) is made effective as of June 20,
2021, by the undersigned (the “Joining Member”).


 


WHEREAS, NAVA
HEALTH MD, LLC, a Delaware limited liability company (the “Company”) and its members are parties to that certain Amended and
Restated Operating Agreement, dated as of March 21, 2017, as amended from time to time (the “Operating Agreement”);


 


WHEREAS, the
Joining Member is acquiring 40,000 Class B membership interests of the Company (the "Interests") pursuant to an Assignment Agreement
dated as of the date hereof (the “Assignment”); and


 


WHEREAS, pursuant
to the Assignment, the Joining Member has agreed to join and to be bound by the terms of the Operating Agreement, a copy of which has
been provided to the Joining Member, and become a Member of the Company.


 


NOW, THEREFORE,
in consideration of the mutual agreements set forth in the Operating Agreement and as a condition of issuance of the Interest to the Joining
Member, the Joining Member hereby joins and agrees to continue to be bound by the Operating Agreement.


 


IN WITNESS
WHEREOF, the Joining Member has executed this Joinder Agreement to the Operating Agreement, under seal, the date first above written.


 


	 	JOINING MEMBER:	 
	 	 	 
	 	/s/
    Douglas Lord	(SEAL)
	 	Douglas Lord