Exhibit 10.1


 


MANAGEMENT SERVICES AGREEMENT


 


This MANAGEMENT
SERVICES AGREEMENT (“Agreement”) is made effective as of  January 1 ,
2021 (“Effective Date”) by and between:


 


NAVA HEALTH MD, LLC, a Delaware limited liability company
(“Manager”),


 


- and -


 


NAVA HEALTH MEDICAL GROUP, LLC, a Maryland limited
liability company (“Practice”).


 


BACKGROUND:


 


Practice is a limited liability
company engaged in the sale of various products and services to maintain, improve and promote health and wellness (the “Wellness
Services”);


 


Manager is engaged in the
business of the management and administration of companies that furnish the Wellness Services;


 


Practice recognizes that the
services described in the preceding recital are of great value and that Practice can benefit from the availability of such services;


 


Practice wishes to provide the Wellness Services to its clients;
and


 


Practice and Manager desire
to enter into this Agreement pursuant to which Practice will obtain from Manager certain management and administrative services relating
to the business aspects of Practice, all in accordance with the terms and condition of this Agreement.


 


NOW THEREFORE, in consideration
of the mutual terms, covenants and conditions contained in this Agreement and other good and valuable consideration, the receipt and sufficiency
of which is confirmed, the parties agree as follows:


 


ARTICLE 1


APPOINTMENT AND AUTHORITY OF MANAGER


 


		1.1	Appointment



 


Practice hereby appoints Manager
as its sole and exclusive agent for the provision of services related to the management and administration of Practice’s business functions
and affairs (the “Management Services”), and Manager hereby accepts that appointment.


 






     


     


    

 


		1.2	Authority



 


		1.2.1	Authority of Manager



 


Subject to the terms of this
Agreement, Practice expressly authorizes Manager to provide the Management Services in any reasonable manner Manager deems appropriate
to meet Practice’s day-to-day requirements. Practice also expressly authorizes Manager to negotiate on Practice’s behalf all Third Party
Contracts (as defined below) related to the provision of Management Services by Manager and the business components of the Wellness Services
provided by Practice as set forth in Section 2.6.


 


		1.2.2	Practice Retains Medical Authority



 


The parties acknowledge that
Practice, through physicians and other licensed health care providers employed by or provided by Practice (collectively, the “Licensed
Contractors”), shall be responsible for, and shall have authority, responsibility, supervision and control over, the provision
of all Wellness Services, and that all diagnoses, treatments, procedures and other professional Wellness Services shall be provided and
performed exclusively by Practice, through Licensed Contractors acting within the scope of their respective licensure and exercising their
independent judgment.


 


		1.3	Referrals



 


Manager and Practice agree
that the benefits afforded either party under this Agreement are not payment for, and are not in any way contingent upon, the volume or
value of referrals for Wellness Services or other items or services.


 


ARTICLE 2

RESPONSIBILITIES OF
MANAGER


 


		2.1	Services Generally



 


Manager shall, and shall cause
its employees, independent contractors and agents to, provide all Management Services in accordance with all applicable laws, rules, regulations
and guidelines and generally recognized standards within the industry. Management Services shall include, among other things, (a) general
administrative support services including secretarial, telephone, fax, office equipment, information systems, recordkeeping, scheduling,
billing and collection; (b) budgeting, business planning and establishing and maintaining bank accounts; (c) developing marketing
strategies and implementing the same on behalf of Practice in regard to the Wellness Services; (d) arranging for financing of capital
requirements; (e) assisting Practice in obtaining and maintaining all federal, state and local licenses, certifications and regulatory
permits required for, or in connection with, Practice’s operation and equipment located at any office of Practice; (f) providing
all necessary non-clinical staff required to operate each site on behalf of Practice; and (g) arranging for necessary legal, accounting
and tax return preparation on behalf of Practice.


 






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		2.2	Office Space



 


		2.2.1	During the Term



 


Manager hereby agrees to provide,
or cause an affiliate to provide, to Practice, on a non- exclusive and non-assignable basis, office space for each of Practice’s
locations, as the same are mutually agreed upon by Manager and Practice (collectively, the “Premises”, and each a “Site”)
for the provision of certain Wellness Services. Manager shall be responsible for all costs in connection with the rent, maintenance,
utilities, repairs and real estate taxes included in connection with, and all such other expenses associated with, the operation of the
Premises and such costs shall be included in Manager’s Costs (as defined below) pursuant to Section 2.9; provided, however,
Practice shall be responsible for the repair of all damages to the Premises caused by Practice’s negligence or intentional misconduct,
or which is beyond normal wear and tear. This Agreement shall not constitute an assignment to Practice of any rights of Practice or any
of its affiliates to the use of the Premises.


 


		2.2.2	Non-Exclusive Basis



 


The term “non-exclusive
basis” shall mean that the Premises shall also be occupied by Manager for “Manager’s Business”, which means any
and all activities and responsibilities associated with Manager’s Services or other operations of Manager.


 


		2.2.3	Premise Use



 


Practice shall use the Premises
exclusively for the provision of the Wellness Services. Practice shall comply with all applicable rules and regulations of governmental
bodies having jurisdiction over Practice with respect to the provision of the Wellness Services at the Premises.


 


		2.3	Equipment and Supplies



 


Manager shall be responsible
for providing, or arranging for the provision to Practice, for use in providing Wellness Services, office equipment, computer equipment,
computer software, clinical equipment, telephone lines, furniture, fixtures, leasehold improvements, information systems and office supplies
(the “Equipment”) as reasonably necessary for the conduct of the practice of Practice. The costs of purchasing, leasing,
providing, maintaining, repairing and replacing such items shall be included in Manager’s Costs (as defined below). Manager (or lessor
thereof, if any such item is leased rather than owned) shall retain title to all such items. Manager will consult from time to time with
Practice concerning the Equipment to be provided by Manager hereunder and may make recommendations to Practice; provided, however,
that the final decision with respect to the clinical Equipment to be provided by Manager hereunder shall be made by Practice. The parties
further agree to use reasonable efforts to cause Practice to stay current with proven technology and equipment.


 






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		2.4	Employees



 


		2.4.1	Manager Employees



 


Manager shall employ or otherwise
retain, and shall be responsible for selecting, hiring or arranging for, training, supervising and terminating, all non-clinical personnel
(“Manager Employees”) as Manager deems necessary and appropriate for Manager’s performance of the Management Services
under this Agreement. Manager shall determine the salaries or contract payments, provide employee benefits (if appropriate), and administer
payroll withholding for all Manager Employees as required by applicable laws or regulations.


 


		2.4.2	Licensed Contractors



 


Manager shall also assist
Practice in the recruitment of new Licensed Contractors to become employees of, or otherwise be retained by, Practice. Manager shall provide
Practice with model agreements to document Practice’s employment, retention or other service arrangements with such individuals. Practice
shall supervise, credential, control and terminate all Licensed Contractors performing Wellness Services or other professional services
with Manager’s assistance.


 


		2.5	Quality Assurance and Risk Management



 


Manager shall assist Practice
in Practice’s establishment and implementation of procedures to promote the consistency, quality and appropriateness of Wellness Services
that Practice’s Licensed Contractors provide. Manager shall also provide administrative support for Practice’s overall quality assurance
and risk management programs. Manager shall use commercially reasonable efforts to perform these tasks so as to protect the confidentiality
of, and the privileged status afforded to, these programs and procedures to the fullest extent allowable under state and federal law.


 


		2.6	Third Party Contracts



 


Manager shall assist Practice
with and negotiate, either directly or on Practice’s behalf, as appropriate, all contractual arrangements with third parties as are reasonably
necessary and appropriate for the business operation of Practice, including, without limitation, agreements with equipment and supply
vendors and, after approval of the terms by Practice (and to the extent permitted by law), third party payors (“Third Party Contracts”).
Manager shall provide oversight and management of all such Third Party Contracts. As provided in Section 1.2.1, Practice
authorizes Manager to execute on Practice’s behalf all Third Party Contracts that Manager determines are necessary and appropriate for
the conduct of Practice’s practice. Notwithstanding the foregoing, Manager shall not be responsible for entering into or paying
the cost of, on Practice’s behalf, any Third Party Contracts with respect to matters that may be mutually agreed between Manager
and Practice to be the responsibility of Practice.


 






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		2.7	Billing and Collection; Power of Attorney



 


In the name of and on
behalf of Practice, Manager shall establish and maintain billing and collection policies and procedures, and shall timely bill and
collect all professional and other fees of Practice for its provision of Wellness Services to clients. Practice hereby grants to
Manager an exclusive special power of attorney (the “Power of Attorney”) and appoints Manager as Practice’s
exclusive true and lawful agent and attorney-in-fact, and Manager hereby accepts such special Power of Attorney and appointment, for
the following purposes:


 


		2.7.1	Billing



 


To bill clients to whom Practice
has contracted to provide Wellness Services, and, where not prohibited by applicable law or regulatory requirements or the rules and
regulations of a particular third party payor, to bill clients in advance of the provision of the Wellness Services, subject to a reconciliation
of the amounts so billed with the charges for the Wellness Services actually provided. Manager, in billing third party payors, shall render
such bills in accordance with all applicable rules, regulations and policies of such payors;


 


		2.7.2	Accounts Receivable



 


To collect accounts receivable
generated by billings done in the name of Practice relating to the Wellness Services provided or to be provided by Practice, whether from
clients or from third party payors on behalf of clients; provided, however, that such obligation does not encompass the
institution of collection proceedings by Manager;


 


		2.7.3	Receive Payments



 


To receive payments from whatever
source for the provision of the Wellness Services by Practice, including, but not limited to, payments, where not prohibited, in the form
of advances or deposits from clients in anticipation of receipt of the Wellness Services and payments from insurance companies and any
other third party payors, and Practice hereby covenants to turn over to Manager, for deposit in a Bank Account (as defined below), all
payments that it receives or collects from clients or from third party payors on behalf of clients receiving Wellness Services at the
Premises;


 


		2.7.4	Deposits



 


To take possession of, and
endorse in the name of Practice, and cause to be deposited any notes, checks, money orders, insurance payments, and any other instruments
received in payment of Wellness Services performed, or to be performed, payable to Practice or to any of the Licensed Contractors engaged
by Practice to provide the Wellness Services, and to deposit the same as provided in Section 2.11; and


 


		2.7.5	Other Actions



 


To take such other actions relative to billing,
collection of fees, and financial matters, including the review and revision, as necessary of Practice’s credit and collection
policies, in connection with Practice’s provision of the Wellness Services as are appropriate and consistent with sound business
practice and the purposes of this Agreement.


 






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		2.7.6	Power of Attorney



 


The Power of Attorney shall be coupled with an
interest and shall be irrevocable during the Term. The Power of Attorney shall expire on the later of the termination of this Agreement,
the collection, sale or release of all accounts receivable generated by Practice prior to the effective date of such termination, and
the payment of all amounts due to Manager as of such effective date. The parties agree to revise the terms of this Section 2.7
as necessary to comply with applicable law.


 


		2.8	Practice Determines Fees



 


In no event shall Manager
have any control over or responsibility for the establishment or determination of the professional fees charged by Practice for the Wellness
Services. Subject to the foregoing, Manager shall provide to Practice such information and materials as are appropriate to assist Practice
in maintaining a competitive fee, and shall have the right to review and comment on the professional fee schedule proposed to be charged
by Practice for the Wellness Services prior to the implementation of such fee schedule; provided, however, that the final decision
regarding all fees charged by Practice for Wellness Services shall be made by Practice in its sole and absolute discretion. Practice hereby
agrees that all fees charged hereunder shall be reasonable, customary and in compliance with applicable laws and regulations for the locality
of the Premises. Practice further agrees to consult with Manager prior to the implementation of any discounts or discounted fee schedules
so that Manager may assist in making recommendations based on standards that are reasonable and customary for the locality of the Premises.


 


		2.9	Payment of Practice Expenses



 


Except as provided otherwise
in this Agreement, Manager shall pay, in the name of and on behalf of Practice: (i) all bills, costs and expenses incurred by Manager
on behalf of Practice, or otherwise incurred by Practice, in accordance with this Agreement; and (ii) bills, costs and expenses incurred
by Manager on behalf of Practice, or otherwise incurred by Practice, in accordance with this Agreement, and paid by Manager shall constitute
Manager’s Costs. In addition, Manager’s Costs shall include any amounts advanced and loaned by Manger on Practice’s behalf.


 






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		2.10	Administrative Services



 


Manager, subject to the ongoing
supervision and control of Practice, shall conduct, manage, and coordinate all business and administrative aspects of Practice’s
provision of the Wellness Services to clients at the Premises. In connection therewith, Manager shall supply to Practice the ordinary,
necessary, or appropriate services for the efficient provision of the Wellness Services at the Premises, including, without limitation,
necessary clerical, accounting, purchasing, payroll, legal, bookkeeping, banking and computer services, information management, printing,
postage and duplication services and transcribing services. Without limiting the generality of the foregoing, Manager shall:


 


		2.10.1	Scheduling



 


Handle the clerical aspects
of client intake registration procedures and perform the clerical tasks necessary to schedule client appointments for the Wellness Services,
including follow-up services;


 


		2.10.2	Records



 


Subject to applicable bookkeeping
requirements, and the provisions hereof, provide administrative assistance to Practice in connection with the maintenance and retention
of Practice client records developed in connection with the provision of the Wellness Services (but shall have no responsibility for the
creation or the contents of any such records);


 


		2.10.3	Personnel Policies



 


Assist and consult with Practice
in developing, reviewing and revising, as appropriate, non-clinical personnel policies and procedures if and when requested by Practice;


 


		2.10.4	Non-Clinical Quality Assurance



 


Assist in non-clinical quality
assurance functions and provide all administrative support services, such as administrative and secretarial services needed for Practice
to undertake quality assurance activities and to enhance the provision of the Wellness Services;


 


		2.10.5	Current Business Information



 


Keep current on technical,
scientific and business information regarding the provision of Wellness Services, and provide such information to Practice for use in
its clinical practice, if Practice so desires, subject to confidentiality and non-disclosure covenants;


 


		2.10.6	Consent Forms



 


As directed by Practice, complete
the clerical aspects necessary for preparing client consent forms; provided, however, that the content of such forms shall be determined
by Practice, and provided, further, that the communication of clinical information to clients shall solely be the responsibility
of Practice and the Licensed Contractors;


 


		2.10.7	Non-Clinical Training



 


Assist in providing non-clinical
educational programs for, and supervise non-clinical aspects of the training of the Licensed Contractors at the Premises;


 


		2.10.8	Non-Clinical Programs



 


Arrange for the provision
of certain non-clinical post-treatment programs and services, such as arranging for appropriate exercise and diet for supporting proper
health.


 






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		2.11	Bank Account



 


Following execution of this
Agreement, Manager shall establish one or more bank accounts as agent for Practice (each a “Bank Account”). Practice
acknowledges that Manager may be the manager of other limited liability companies or professional corporations (the “Others”).
Practice hereby agrees that in order to realize operational efficiencies in connection with the provision of the management and administrative
services provided to Practice and the Others by Manager, Manager may consolidate banking and accounting functions performed on behalf
of Practice with those performed on behalf of Others. Such consolidation may include, but shall not be limited to, the creation of a single
Bank Account, managed by Manager, on behalf of Practice and one or more Others. Manager shall nevertheless ensure at all times that revenues
and expenses associated with Practice can and shall be tracked and recorded separately from revenues and expenses of Others.


 


Subject to the foregoing,
on behalf of Practice, all funds collected from clients receiving Wellness Services at the Premises, whether collected by Practice or
by the Manager on behalf of Practice, which relate to the provision of the Wellness Services at the Premises, shall be deposited in one
or more Bank Accounts. To the extent permitted by law, Manager’s administrative functions hereunder shall include maintenance of the Bank
Account(s). Manager shall be the sole signatory on the Bank Account(s).


 


		2.12	Fiscal Matters



 


Subject to the terms of Section 2.11
hereto, Manager shall establish and administer, or arrange for the establishment and administration of, adequate accounting procedures,
controls and systems for the development, preparation and safekeeping of administrative and financial records in connection with its duties
and responsibilities hereunder, all of which shall be prepared and maintained in accordance with applicable laws and regulations. Manager
shall prepare or assist in the preparation of any other financial statements or records that Practice may reasonably request. In addition,
Manager shall prepare, or arrange for the preparation of, Practice’s tax returns. All such business records shall be and remain the property
of Practice, provided, that Manager may have access to such records as necessary to perform Management Services under this Agreement.


 


		2.13	Client Records



 


Manager shall advise and assist
Practice in establishing, monitoring and maintaining procedures and policies for the timely creation, preparation, filing and retrieval
of all client records. All such records shall be retained and maintained in accordance with all applicable state and federal laws, provided,
that neither Manager nor Practice will limit the rights of clients to access their records. Practice shall obtain all client consents,
authorizations or acknowledgements necessary or required by law to permit Manager access to such records for purposes of providing the
Management Services.


 


		2.14	Business Reports



 


Manager shall prepare management
and decision support reports with respect to Practice efficiency and research on cost of labor and competitor pricing relative to comparable
markets.


 






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		2.15	Other Reports and Records



 


Manager shall timely create,
prepare, file, review, analyze, and interpret such additional reports and records as are reasonably necessary or appropriate for Practice’s
provision of high quality, cost-effective Wellness Services, and as reasonably requested by Practice.


 


		2.16	Licensing of Name



 


2.16.1. License


 


Practice is hereby granted
a non-exclusive license to use the name “Nava”, “Nava Health & Vitality Center”, and such service marks
and logos as Manager deploys in regard to the provision of wellness services (collectively referred to as “Manager’s Marks”)
that exist or may be adopted in the future by Manager, in connection with the operation of Practice at the Premises during the term of
this Agreement, in consideration of Practice paying Manager the Management Fee. It is recognized that Manager may license the Manager’s
Marks to others.


 


2.16.2 Quality Standards


 


Practice agrees to reasonably
maintain quality standards for the provision of Wellness Services in connection with Manager’s Marks consistent with community standards
and this Agreement. If at any time, Manager determines that the quality of Practice’s Wellness Services offered in connection with
Manager’s Marks fails to meet such standards, Manager shall provide written notice of such concerns to Practice. Practice may, in
its sole discretion, either take commercially reasonable steps to comply with Manager’s comments and/or suggestions respecting the
quality of the services provided by Practice in connection with Manager’s Marks, or cease use of Manager’s Marks.


 


2.16.3 Retention of Rights


 


All rights in Manager’s
Marks, subject to the license granted herein, and the goodwill related thereto will remain at all times the sole property of Manager,
and all goodwill arising from Practice’s use of Manager’s Marks will inure to the benefit of Manager.


 






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		2.17	Advertising, Marketing and Promotional Services



 


		2.17.1	Advertising Services



 


Manager shall manage and
coordinate all advertising, marketing and promotional services in connection with Practice’s provision of the Wellness Services
at the Premises. Practice shall cooperate with Manager in the performance of such services including, without limitation, consulting
with Manager concerning the content of proposed Advertising Materials (as defined below). It is hereby understood and agreed between
the parties that, subject to applicable legal and regulatory requirements, Manager may advertise, market and promote the Wellness Services
and the Manager’s Business jointly in the same programs and through the same Media (as defined below). Without limiting the generality
of the foregoing and subject to applicable standards of ethics, laws, and regulations, Manager shall implement the following activities,
which shall constitute Manager’s Costs:


 


		(a)	Develop, create, implement and produce, or arrange for the production of, all forms of advertising, marketing and promotional programs
and materials, including, without limitation, network television and cable television commercials and infomercials, radio commercials,
brochures, pamphlets and other materials of a similar nature (collectively, “Advertising Materials”) promoting the Wellness
Services at the Premises;



 


		(b)	Purchase media for the broadcast, cablecast, radiocast, publication, non-active electronic (excluding interactive media) or other
distribution of commercial advertisements (collectively, “Media”) produced by or on behalf of Manager to promote the
Wellness Services; and



 


		(c)	Conduct public information programs concerning the Wellness Services offered at the Premises.



 


Any amount spent by Manager under subsection (b) of
this Section 2.17.1 shall be considered a Pass-Through Expense, as that term is defined herein. Notwithstanding any other provision
of this Agreement, Manager’s duties under this Section. 2.17.1 shall be construed so as not to include any activity whereby: (i) Manager
brings or refers a patient to Practice; or (ii) Manager communicates any marketing message to any particular prospective patient,
other than under the direction of Practice and using such messages as may be approved by Practice.


 


		2.17.2	Indemnity



 


Each party believes that the
terms of this Agreement and their relationship to each other are structured to be in compliance with all applicable laws and regulations.
Notwithstanding the above, and in addition to Article 10 of this Agreement, each party hereby agrees to indemnify the other
party, and its directors, officers, shareholders, employees, agents and affiliates (collectively, the “Other Party”) for
fifty percent (50%) of any Claim (as defined below) incurred by such Other Party in connection with any allegation of violation of the
prohibition of the corporate practice of medicine, the prohibition against the splitting of fees for medical services between a licensed
health care provider and a lay entity, or consumer fraud or deception, which arises solely out of the Advertising Materials disseminated
to the public; provided that the provisions of this Section 2.17.2 shall not operate to alter or diminish any rights of a licensed
physician who is an owner, member, or shareholder of Practice under any separate indemnification agreement. The party that is named as
the defendant in any such action or proceeding shall have the right to select counsel, subject to the reasonable approval of the Other
Party, and to control the defense of the action or proceeding. If both parties are named as defendants, they shall jointly select counsel
and shall mutually agree on the conduct of the defense of the action or proceeding. In either case, the parties shall share the expenses
of such action or proceeding on an equal basis. Neither party shall settle any such Claim without the prior consent of the Other Party.


 






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ARTICLE 3


COVENANTS AND RESPONSIBILITIES OF PRACTICE


 


		3.1	Organization and Operation



 


Practice shall at all times
during the Term be, and remain, legally organized and operated to provide the Wellness Services in a manner consistent with all state
and federal laws. Practice represents and warrants that it shall not provide any client care services in the Premises other than professional
services related to the Wellness Services, and shall not use any facilities, Equipment, supplies or services in the Premises other than
in connection with the Wellness Services, all in accordance with this Agreement.


 


		3.2	Retention of Licensed Contractors



 


Practice shall have complete
control and responsibility for the hiring, compensation, supervision, training, evaluation and termination of its Licensed Contractors,
after consulting with Manager with respect to such matters. Notwithstanding the foregoing, each Licensed Contractor shall sign an employee
or independent contractor agreement, as applicable, in form and substance reasonably acceptable to Manager. Neither Practice, nor the
Licensed Contractors shall have any claim under this Agreement or otherwise against Manager for workers compensation, unemployment compensation
or social security benefits, all of which shall be the responsibility of Practice. It shall be Practice’s sole responsibility to ensure
that the Licensed Contractors and other employees who may have malpractice exposure or liability, are insurable and have maintained appropriate
amounts of professional liability insurance.


 


		3.3	Professional Standards



 


Practice shall provide Wellness
Services to clients at the Premises in compliance at all times with ethical standards, laws, rules and regulations applicable to
the operations of Practice and its Licensed Contractors. Practice shall cause each Licensed Contractor to have all required licenses,
credentials, approvals or other certifications to perform his or her duties and services for Practice at the Premises. In the event that
any disciplinary action or malpractice action is initiated against any Licensed Contractors, Practice shall promptly inform Manager of
such action and the underlying facts and circumstances. Practice shall develop and carry out a program to monitor the quality of Wellness
Services provided at the Premises to meet the standard of care that is customary for the locality of the Premises. Practice shall retain
a sufficient number of properly trained and experienced Licensed Contractors as are necessary to provide the Wellness Services to the
average number of clients of Practice at the Premises as reasonably estimated by the parties on a monthly basis consistent with the volume
of clients that received Wellness Services in the previous month.


 


		3.4	Exclusivity



 


Practice shall use and occupy
the Premises exclusively for providing Wellness Services. No health practitioner other than the Licensed Contractors shall be permitted
to occupy the Premises.


 






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		3.5	Site Director



 


Practice shall cause an appropriately
licensed site director (the “Site Director”) to personally supervise all Licensed Contractors and other persons who
are rendering Wellness Services at each of the Premises; and shall cause the Site Director to be available, for reasonable amounts of
time, and at mutually convenient times, for direct consultation with officers and agents of Manager regarding the operation of Practice
and the responsibilities of Manager under this Agreement. Practice further agrees to cause the Site Director to oversee the performance
of all consultations with each client as required by applicable law and standards of professional practice.


 


		3.6	Compliance with Laws



 


Practice shall, and it shall
use reasonable efforts to cause the Licensed Contractors to, comply with all applicable federal, state and local laws, rules, regulations
and restrictions in the provision of the Wellness Services. Without limiting the generality of the foregoing, Practice shall comply, and
shall use its best efforts to cause each Licensed Contractor to comply, with all medical waste laws applicable to the operation of the
Premises in the generation, transportation, treatment, storage, disposal or other handling of medical waste (to the extent that Practice
or the Licensed Contractors engage in such activities), and Practice shall not, and shall use its best efforts to forbid any Licensed
Contractor, to enter into any contract, lease, agreement or arrangement, including, but not limited to, any joint venture or consulting
agreement, to provide services, lease space, lease equipment or engage in any other venture or activity with any physician, hospital,
pharmacy, home health agency or other person or entity which is in a position to make or influence referrals to, or otherwise generate
business for, Practice, if such transaction is in violation of any applicable law, rule or regulation.


 


		3.7	Premises and Equipment



 


Practice shall use commercially
reasonable efforts to prevent damage, excessive wear and tear, and malfunction or other breakdown of the Premises and Equipment or any
part thereof by the Licensed Contractors. Practice shall promptly inform Manager of any and all necessary replacements, repairs or maintenance
to any of the Premises or Equipment and any failures of Equipment of which Practice becomes aware. Once provided to Practice, Practice
shall comply with all of the covenants and provisions regarding actual use of the Equipment as set forth in any applicable Equipment leases,
but only to the extent that any such Equipment leases have been delivered to Practice.


 


		3.8	Delegation by Practice



 


Except as expressly permitted
hereunder, Practice shall not delegate any of its obligations under this Agreement to any other person or entity, hire any non-clinical
employees or engage any non-clinical independent contractors or consultants in connection with the provision of the Wellness Services,
without the consent of Manager.


 






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ARTICLE 4

RELATIONSHIP OF THE
PARTIES


 


		4.1	Professional Services



 


		4.1.1	Delivery of Wellness Services



 


Practice shall be solely and
exclusively in control of all aspects of the delivery of Wellness Services at the Premises. The provision of all professional services,
including, but not limited to, consultation with clients, both prospective and actual, diagnosis, treatment, surgery, therapy, the prescription
of drugs, and the supervision and preparation of clinical reports and records shall be the sole responsibility of Practice.


 


		4.1.2	Quality



 


Practice shall at all times
be solely responsible for the quality of the Wellness Services it provides, it being agreed that Manager shall have no responsibility
or liability for such services.


 


		4.1.3	Manager Not Practicing Medicine



 


It is acknowledged that Manager
is not competent or authorized to engage in any activity that constitutes the practice of medicine and that nothing contained in this
Agreement is intended to authorize Manager or Manager Employees to engage in the practice of medicine. To the extent that any act or service
required of Manager under the terms of this Agreement is construed or considered to constitute the practice of medicine, this Agreement
shall be immediately and automatically amended so as not to require the performance of such act or service by Manager.


 


		4.2	Independent Contractors



 


Practice and Manager intend
to act and perform as independent contractors, and the provisions hereof are not intended to create any partnership, joint venture, agency
(other than as provided herein) or employment relationship between the parties. Practice and Manager agree that Practice shall retain
the exclusive authority to direct the professional and ethical aspects of its clinical practice. Manager shall neither exercise control
over nor interfere with the client relationships of Practice, which shall be maintained strictly between the Licensed Contractors and
Practice’s clients. The Management Fee (as defined below) has been determined by the parties through good faith and arm’s-length
bargaining to be the fair market value of the Management Services. No amount paid or advanced hereunder is intended to be, nor shall
it be construed to be, an inducement or payment for referral of clients by Manager to Practice and any such inducement or payment for
referral of clients is expressly prohibited hereunder.


 


ARTICLE 5

FINANCIAL TERMS


 


		5.1	Manager Compensation



 



In consideration for the
services that Manager provides to Practice in accordance with this Agreement, Practice agrees to pay Manager on a monthly basis, and
Manager shall accept as payment in full, a fee equal to the aggregate amount of the below specified percentage of Net Revenue (as
defined below) at each Site for the specified monthly periods (the “Management Fee”). In addition,
Manager’s Costs shall not be included in the Management Fee and instead shall be billed to Practice at Manager’s actual
cost plus ten percent (10%) (collectively, “Pass- Through Expenses”).


 


Management Fee Percentage: 50%


 






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		5.2	Payment of Management Fee and Pass-Through Expenses



 


On or before the fifteenth
(15th) day of each month during the Term of this Agreement, beginning with the second such month, and continuing through the month following
the expiration or termination of this Agreement, Practice shall pay Manager the Management Fee and the Pass-Through Expenses, which payment
shall relate to Management Services furnished by Manager for the preceding month.


 


		5.3	Invoices



 


Manager will prepare an invoice,
in a format agreed upon by the parties setting forth Manager’s Costs and the computation of the Management Fee for the preceding month,
which invoice shall be used by Manager to ascertain and make payment of the monthly amounts due to Manager. The invoice will be available
for review by Practice as requested.


 


		5.4	Authorization to Pay Invoices; Loans



 


Practice hereby authorizes
and directs Manager to pay to itself, on behalf of Practice and from any Bank Account any invoice owed by Practice to Manager hereunder
on the date such amount is due and payable. In addition, to the extent necessary for Practice to conduct its business, Practice hereby
authorizes Manager to advance and loan funds for Practice’s benefit, to the extent permitted by applicable law, and in Manager’s
sole discretion. All such amounts advanced and loaned shall become Manager’s Costs. In the event there are not sufficient monies
in the Bank Account(s) (which are attributable to Practice) after payments of all third party obligations to pay any invoice and/or
Manager’s Costs owed by Practice to Manager when due, payment of such invoice/amount shall be deferred until sufficient monies are
available, and Practice shall pay Manager interest equal to the LIBOR rate in regard to such deferred amounts as sufficient monies are
available. Manager agrees that all third party obligations shall be paid prior to any payments to Manager each month.


 


		5.5	Records and Audit of Accounts



 


Manager shall keep records
of Practice’s Net Revenue and Manager’s Costs for each month during the Term of this Agreement. Manager shall provide Practice with
all data that Practice deems necessary to verify the services performed and Manager’s Costs during each calendar month. Either party shall
have the right, at its sole expense, through an auditor mutually acceptable to the parties, to audit the other party’s books and records
to confirm the accuracy of Practice’s Net Revenue and Manager’s Costs, the Management Fee, and/or any other financial information
relating to this Agreement. Such audits may be conducted at any time upon reasonable notice, but no more often than once per year, and
such audits shall be conducted at such times and locations as are reasonably acceptable to the parties.


 






    14 


     


    

 


		5.6	Net Revenue



 


		5.6.1	Definitions



 


For purposes of this Agreement,
“Net Revenue” for any month shall mean the aggregate revenues of Practice minus the Reserve (as defined below), calculated
in accordance with generally accepted accounting principles consistently applied, generated from (a) the provision of the Wellness
Services to clients at the Premises; (b) the sale by Practice of prescription drugs to clients at the Premises; and (c) any
other income generated by Practice as a result of professional services, products and/or advice furnished by Licensed Contractors to clients
at the Premises or otherwise; subject to the Reserve (as defined herein). As used herein, Reserve means an amount determined by the parties
from time to time to account for write-offs, operational needs, and similar expenses, initially set herein at $50,000.


 


		5.6.2	E-Commerce



 


Internet sales of products
by Manager shall be solely for the account of Manager and shall not be included in Practice’s Net Revenue.


 


		5.7	Grant of Security Interest in Accounts



 


		5.7.1	Grant of Security Interest



 


Practice hereby grants to
Manager a security interest in all of Practice’s assets, including, but not limited to, accounts receivable (including all rights to payment
by any insurance company or prepaid managed care organization to the extent permitted by law), whether now existing or hereafter acquired
and in and to all products and proceeds thereof, substitutions therefore and additions thereto (collectively, the “Accounts”),
to secure the payment of the invoices (including, without limitation, the Management Fee and the Pass-Through Expenses) and all other
monetary obligations of Practice to Manager hereunder (the “Obligations”).


 


		5.7.2	Exercising Remedies



 


In the event any of the Obligations
are not paid when due or upon any default by Practice of any term or condition hereunder with respect to the Obligations, Manager may,
with or without terminating this Agreement, exercise all rights and remedies afforded a secured party under the Uniform Commercial Code
in the State of Maryland.


 


		5.7.3	Financing Statements



 


Practice agrees to
execute all financing or continuation statements or other documents which may be necessary or desirable, or as Manager may request,
in order to perfect and preserve the security interest(s) granted or purported to be granted hereunder. Practice authorizes
Manager to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the
collateral without the signature of Practice where permitted by law. Practice hereby appoints Manager as Practice’s true and
lawful attorney-in- fact, with full power of assignment and substitution, to take possession of the Accounts and endorse in the name
of Practice any notes, checks, money orders, insurance payments or other instruments received in payment of such Accounts, or any
part thereof; to collect, sue on and satisfy the obligation of monies due on such Accounts; and to initiate or withdraw claims,
lawsuits or proceedings pertaining to, arising out of, or relating to Manager’s right to such Accounts or any collections
therefrom.


 






    15 


     


    

 



 


ARTICLE 6


REPRESENTATIONS
AND WARRANTIES


 


		6.1	Representations and Warranties of Practice



 


Practice hereby makes the following representations and warranties
to Manager:


 


		6.1.1	Organization



 


Practice is a limited liability
company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has full power and authority
to own or lease its property and to carry on its business as now being conducted.


 


		6.1.2	No Violation



 


To the best of its
knowledge, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or
thereby, nor the performance of Practice's obligations hereunder or thereunder, will (a) violate any constitution, law,
statute, regulation, or rule, (b) violate any injunction, judgment, order, decree, ruling, charge or other restriction of any
government, governmental agency, or court to which Practice is subject, (c) violate any provision of the certificate of
formation or operating agreement of Practice, or (d)(i) conflict with, (ii) result in a breach of, (iii) constitute a
default under, (iv) result in the acceleration of, (v) create in any party the right to accelerate, terminate, modify, or
cancel, or (vi) require any notice under, any other agreement, contract, lease, license, instrument, franchise, permit or other
arrangement to which Practice is bound.


 


		6.1.3	Licensed Contractors



 


Each Site Director and each
of the Licensed Contractors are (or will be prior to providing any services hereunder) duly licensed, as applicable, within their respective
professions in the locations where they provide services, and hold (or will hold prior to providing any services hereunder) all necessary
licenses and rights to enable Practice to perform its obligations hereunder. Practice has all permits, license, orders and approvals of
all federal, state and local government or regulatory bodies required of it to carry out its obligations hereunder. To the best of its
knowledge, Practice is in compliance with all applicable laws and regulations.


 


		6.1.4	Insurance



 


Practice has (or will have
prior to the commencement of the Wellness Services) all the professional liability insurance described in Section 7.2 hereof
(collectively, the "Policies"). Practice shall deliver true and complete copies of all Policies to Manager prior to the
commencement of the Wellness Services. Manager may obtain such insurance on Practice’s behalf and such expenses shall be Manager’s
Costs as provided hereunder.


 






    	 	16	 



     


    

 


		6.1.5	Litigation



 


There are no material actions,
suits or proceedings pending against, or to the knowledge of Practice, threatened against, any Site Director or any of the Licensed Contractors
before any court, regulatory commission, administrative agency, arbitrator, or governmental body.


 


		6.2	Representations and Warranties of Manager



 


Manager hereby makes the following representations and warranties
to Practice:


 


		6.2.1	Organization



 


Manager is a limited liability
company duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority
to own or lease its property and to carry on its business as now being conducted.


 


		6.2.2	No Violation



 


To the best of its knowledge,
neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the performance
of Manager's obligations hereunder, will (a) violate any constitution, law, statute, regulation or rule, (b) violate any injunction,
judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Manager is subject,
(c) violate any provision of the Certificate of Formation or operating agreement of Manager, or (d) (i) conflict with,
(ii) result in a breach of, (iii) constitute a default under, (iv) result in the acceleration of, (v) create in any
party the right to accelerate, terminate, modify, or cancel, or (vi) require any notice under, any agreement, contract, lease, license,
instrument, franchise, permit or other arrangement to which the Manger is a party or by which Manager is bound. Manager has all permits,
licenses, orders and approvals of all federal, state and local government or regulatory bodies required of it to carry out its obligations
hereunder. To the best of its knowledge Manager is in compliance with all applicable laws and regulations.


 


		6.2.3	Compliance



 


To the best of its knowledge,
the terms of this Agreement and the relationship of the parties to each other are structured in compliance with all applicable state and
federal laws and regulations.


 


ARTICLE 7


INSURANCE


 


		7.1	Insurance Obligations with respect to Premises



 


During the Term (as defined below), Manager
will provide and maintain comprehensive general liability, property insurance covering the Premises, and such other insurance that
Manager deems necessary to the conduct of its business (e.g., workers compensation, D&O, EPL, and crime), with such limits and
coverages as may reasonably be determined to be appropriate by mutual agreement of the parties, the cost of which shall constitute
Manager’s Costs. Manager shall use reasonable commercial efforts to have Practice named as an additional insured on its
comprehensive general liability and property insurance policies. Certificates, binders, or other evidence of insurance covering such
policies shall be provided to Company within sixty (60) days after the execution of this Agreement.


 






    	 	17	 



     


    

 


		7.2	Insurance Obligations of Practice



 


		7.2.1	During Term



 


During the Term, Practice
shall, at its own expense, procure and maintain professional liability insurance and such other insurance necessary to the conduct of
its business (e.g., workers compensation, D&O, EPP, and crime), in the minimum amounts of $1,000,000 per incident, $3,000,000 as an
aggregate amount limit (or such higher amounts as may be mandated by law), covering its own acts and omissions, and covering: (a) itself
with respect to the acts and omissions of the Licensed Contractors, any Site Director and the owners of Practice (“Members”),
(b) the Manager Employees to the extent such acts and omissions result from Practice's direction of such Manager Employees, and (c) Manager.
Practice shall use reasonable commercial efforts to arrange for Manager to be named as an additional insured on such policies of insurance.
Certificates of insurance evidencing such policies shall be presented to Manager within thirty (30) days after the execution of this Agreement
and within thirty (30) days of engagement of any such Licensed Contractor or Site Director, if later. Manager may, at Practice’s
request, arrange such coverages on Practice’s behalf.


 


		7.2.2	Tail Coverage



 


Practice shall obtain continuing
liability insurance coverage under either a "tail policy", "prior acts policy" or other policy covering malpractice
actions asserted against Practice for a period of not less than five (5) years from the termination of any insurance policy, or the
termination of such Licensed Contractor's, Site Director’s or Member’s relationship with Practice, with the same limits as
the insurance coverage provided pursuant to this Section 7.2, upon the termination of such relationship with Practice for
any reason. Manager may, at Practice’s request, arrange such coverages on Practice’s behalf.


 


		7.3	Notices from Insurance Companies



 


Each of the parties shall
arrange for its insurance carriers to agree to provide the other party with written notice, at least ten (10) days in advance of
the Effective Date, of any reduction, amendment, cancellation or termination of any insurance required to be carried by such party.


 


ARTICLE 8


TERM AND TERMINATION


 


		8.1	Initial and Renewal Term



 


This Agreement shall commence
on the Effective Date and shall continue for an initial period ending on the fifth anniversary of the Effective Date ("Initial
Term") and shall be automatically renewed for successive five (5) year periods thereafter (each a "Renewal Term")
(the Initial Term and any Renewal Term shall be referred to collectively as the "Term"), unless either Manager or
Practice shall have given written notice of termination of this Agreement at least thirty (30) days before the end of the Initial Term
or any Renewal Term, or unless otherwise terminated as provided in Section 8.2.


 






    	 	18	 



     


    

 


		8.2	Termination



 


The Agreement shall terminate upon the occurrence of any
of the following events:


 


		8.2.1	Without Cause



 


After the third year of the Initial Term, at any
time upon twelve (12) months written notice by Manager to Practice;


 


		8.2.2	With Cause



 


Upon ten (10) days written notice by either party to
the other:


 


		(a)	in the event that the other party shall admit in writing its inability to generally pay its debts when due, apply for or consent to
the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a petitions, in bankruptcy or make
an assignment for the benefit of creditors, or upon other action taken or suffered by such party, voluntarily or involuntarily, under
any federal or state law for the benefit or creditors, except for the filing of a petition in involuntary bankruptcy against such party
which is dismissed within sixty (60) days thereafter; or



 


		(b)	in the event of a breach by the other party of any of the material terms or conditions of this Agreement, which is not remedied within
thirty (30) days prior notice to such party, if capable of being remedied or, if capable of being remedied but not within such period,
such remedy has not been commenced in good faith within such period; or



 


		(c)	in the event of a breach by the other party of any material representation or warranty contained in this Agreement; or



 


		(d)	in the event (i) a law firm with nationally recognized expertise in health care law and mutually acceptable to the parties hereto
renders an opinion to the parties hereto that any material provision of this Agreement is in violation of applicable law or any court
or regulatory agency enters an order finding a material provision of this Agreement is in violation of applicable law; and (ii) this
Agreement cannot be amended pursuant to Section 11.2.2 hereof to cure such violation; provided, however, that the parties
agree to negotiate in good faith to restructure their relationship for the purpose of curing such violation and to prevent a termination
of this Agreement on this ground;



 






    	 	19	 



     


    

 


		8.2.3	Disciplinary Actions



 


By Manager at any time, upon
ten (10) days prior notice to Practice, if Practice, any Member, any Site Director or any Licensed Contractor is (a) convicted
of or disciplined for violating any federal, state or local law, rule or regulation; (b) is found liable, or admits liability
for, negligence, malpractice, neglect or malfeasance in any court of competent jurisdiction; or (c) is convicted of a criminal offense
in connection with their work at the Premises.


 


		8.3	Effect of Termination



 


		8.3.1	Fees



 


Upon termination of this Agreement,
neither party shall have any further obligations hereunder except for obligations accruing prior to the date of termination relating to
Wellness Services provided prior to termination. In effectuating the provisions of this Section 8.3, Practice specifically
acknowledges and agrees that Manager shall continue to collect and receive on Practice's behalf all cash collections for accounts receivable
in existence at the time of termination, it being understood that such cash collections will be applied in accordance with Article 2
and Article 5, and will represent, in part, Manager's compensation for Management Services already rendered.


 


		8.3.2	Records



 


Upon the expiration or termination
of this Agreement, Practice shall promptly relinquish to Manager all files, data or materials in its possession that are Confidential
Information (as defined below).


 


ARTICLE 9


CONFIDENTIAL AND PROPRIETARY INFORMATION


 


		9.1	Confidential Information



 


In the operation and development
of Manager's business, Manager generates technology, other intellectual property, information and data, which is and will be proprietary
and confidential (the "Confidential Information"), the disclosure of which would be extremely detrimental to its business
and of assistance to its competitors. The Confidential Information includes, but is not limited to:


 


		(i)	Statistical, financial, cost and accounting data;



 


		(ii)	Data, plans and projections regarding the location, development and expansion of existing and proposed
facilities;



 


		(iii)	Technology, software and other intellectual property;



 


		(iv)	Administrative, accounting, operations and policy and procedure manuals;



 


		(v)	Market surveys, studies and analyses;



 


		(vi)	Personnel and other Manager business records;



 






    	 	20	 



     


    

 


		(vii)	Information concerning legislative, administrative, regulatory and zoning requirements, bodies and officials;



 


		(viii)	Private or secret processes, methods and ideas;



 


		(ix)	Training methods;



 


		(x)	Information concerning the identities, locations and qualifications of professionals and other persons
presently, or prospectively to be, employed by Manager; and



 


		(xi)	Information concerning the identities, locations, prices, costs, and other terms of dealings with referral
and reimbursement sources, suppliers, providers and supplier and provider organizations and entities.



 


		9.2	Confidentiality and Non-Disclosure



 


Due to the highly competitive
nature of the health industry and the business of Manager, unauthorized use or disclosure of any of the Confidential Information would
be extremely damaging to Manager. Practice shall not (i) use any Confidential Information except as necessary to deliver the Wellness
Services in the Premises in accordance with this Agreement; or (ii) copy or divulge to any third party any Confidential Information
without the prior written consent of Manager. The obligations set forth in this Section 9.2 restraining use and disclosure
of Confidential Information shall survive the expiration or termination of this Agreement for any reason. This Section 9.2
shall not apply to Confidential Information which


 


		(i)	is or has been or becomes publicly known, in whole or in part, other than as a result of an improper
disclosure by Practice;



 


		(ii)	is or has been or becomes available, in whole or in part, to Practice on a non-confidential basis from
a source other than Manager;



 


		(iii)	is or has been developed by Practice independent of Manager's proprietary systems or databases and without
use of other Confidential Information;



 


		(iv)	was known to Practice as of the Effective Date of this Agreement; or



 


		(v)	is client information to the extent subject to restrictions on use and disclosure by state or federal
law, including any PHI (as defined below).



 


Any unauthorized use or disclosure to the extent,
but only to the extent, required to be made as the result of legal process or proceedings is not a violation of this Section 9.2.


 


		9.3	Patient Records; HIPAA Compliance



 


To the extent that Practice is a
 "covered entity" subject to the privacy, security or transactions and code sets regulations ("HIPAA
Regulations") promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and
thus that data or other information disclosed to or obtained by Manager in performance of its obligations under this Agreement is
 "protected health information" ("PHI"), the parties hereby agree to execute a separate Business Associate
Agreement, in a form approved by Manager.


 






    	 	21	 



     


    

 


ARTICLE 10


INDEMNIFICATION


 


		10.1	Indemnification



 


Each party shall indemnify
and hold harmless the Other Party from and against any and all liabilities, losses, damages, claims, causes of action, judgments, liens
and expenses (including reasonable attorney's fees and court costs), whether or not covered by insurance (collectively "Claims"),
resulting from or related to (a) the acts or omissions of such party, or such party's officers, directors, employees, agents
or subcontractors in connection with the performance of this Agreement, or (b) the breach by such party of any provision of this
Agreement. Practice shall indemnify and hold harmless Manager, its directors, officers, shareholders, employees, agents and affiliates
from and against any and all Claims resulting from or related to any claims made by a third party alleging malpractice or any other failure,
deficiency, or harm by Practice or any of the Licensed Contractors with respect to the provision of the Wellness Services. The parties'
indemnification obligations set forth in this Section 10.1 shall survive the expiration or termination of this Agreement for
any reason.


 


ARTICLE 11


MISCELLANEOUS


 


		11.1	Access to Records



 


For a period of six (6) years
after Wellness Services are furnished under this Agreement, Practice shall make available to the Secretary of the U.S. Department of Health
and Human Services (the "Secretary"), the U.S. Comptroller General (the "Comptroller General") and their
representatives, this Agreement and all books, documents and records necessary to certify the nature and extent of the costs of those
Wellness Services and will provide such documentation as they may reasonably require pursuant to Section 1861(v)1(1) of the
U.S. Social Security Act (42 U.S.C. § 1395(x)(v)(1)(1)) as amended and regulations thereunder or any successor provisions. If Practice
carries out any of the duties of this Agreement through a subcontract worth Ten Thousand Dollars ($10,000) or more over a twelve-month
period with a related organization, the subcontract will also contain a clause to permit access by the Secretary, Comptroller General
and their representatives to the related organization books and records pursuant to such statute.


 


		11.2	Amendment



 


		11.2.1	Amendment



 


No amendment of this Agreement
shall be effective unless set forth in writing and signed by Practice and Manager.


 






    	 	22	 



     


    

 


		11.2.2	Contract Modification for Prospective Legal Event



 


If both parties to this Agreement
determine that any state or federal laws or regulations, now existing or enacted or promulgated after the date of execution of this Agreement
are interpreted by judicial decision, a regulatory agency, or legal counsel in such a manner as to indicate that this Agreement or any
provision hereof may be in violation of such laws or regulations, then the parties shall immediately enter into good faith negotiations
regarding a new service arrangement or basis for compensation for the services furnished pursuant to this Agreement that complies with
the changed conditions and that approximates as closely as possible the economic position of the parties prior to the change. If a court
of competent jurisdiction compels or requires a party hereto to refrain from performing its duties and obligations hereunder, or a party's
performance hereunder shall be directly violative of a court order directed at such party, then, to the extent necessary to comply with
such court order, this Agreement shall be deemed suspended. In no event shall such suspension be construed to relieve either party's obligation
under this Section 11.2.2 and the parties will immediately commence good faith negotiations regarding a new service arrangement
or compensation structure that is in compliance with any such court order, which arrangement or structure will allocate the economic aspects
of the relationship between the parties in a manner as nearly as possible to that intended by this Agreement.


 


		11.3	Assignment



 


		11.3.1	By Manager



 


Manager may delegate its duties
hereunder. This Agreement and all rights hereunder may also be assigned and transferred by Manager and, if so, shall be binding upon and
inure to the benefit of Manager's successors and assigns; provided, however, that such assignment is permitted by law and that
with respect to any assignment resulting in the subsequent performance by the assignee of the functions of Manager, the assignee shall:


 


		(a)	At the time of such assignment, be financially responsible and economically, professionally and technically capable of performing
the obligations of Manager hereunder; and



 


		(b)	Expressly assume and agree to perform such obligations. Specifically and without limitation of the foregoing, Practice expressly agrees
that Manager may sell its assets or trademarks outright to a third party; may make a public offering of securities; may engage in a private
placement of some or all of its securities; may merge, acquire other corporations or entities or be acquired by another corporation or
other entity; may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring; and, with
regard to any or all of the above sales, assignments and dispositions, Practice expressly and specifically waives any claims, demands
or damages arising from or related to the loss of the use of Manager’s Marks (or any variation thereof) and/or the loss of association
or identification with Manager.



 


		11.3.2	By Practice



 


Practice may not delegate
any of its duties hereunder, and may not assign this Agreement without Manager's prior written consent.


 






    	 	23	 



     


    

 


		11.3.3	References



 


Whenever a reference is made
in this Agreement to Practice or Manager, such reference shall be deemed to include a reference to the legal representatives, successors
and permitted assigns of such party.


 


		11.4	Rights and Remedies; Injunctive Relief



 


Either party may, at its option,
elect to Practice and prosecute proceedings in any court of competent jurisdiction, either in law or equity, to enforce specific performance
of any party to this Agreement, to enjoin any threatened or actual breach of this Agreement by the Other Party as appropriate and/or to
recover any damages resulting from the breach of this Agreement.


 


		11.5	Notices



 


Any notice provided for in
this Agreement and any other notice, demand or communication required or permitted to be given under this Agreement or which any party
may wish to send to another shall be in writing and shall be served by (i) personal delivery; (ii) registered or certified U.S.
Mail, or by comparable private carrier, First Class, return receipt requested in a sealed envelope, postage or other charges prepaid;
or (iii) facsimile or other similar form of communication, addressed to the party for whom such notice is intended as follows:


 


To Practice:


 


9755 Patuxent Woods Drive


Suite 100


Columbia MD 21046


 


To Manager:


 


9755 Patuxent Woods Drive


Suite 100


Columbia MD 21046


 


All notices given pursuant
to this Section 11.6 shall be deemed given and effective when received if personally delivered or sent by facsimile or similar
form of communication with acceptance confirmation, or, if mailed, on the date shown on the return receipt, or, if a receipt has not then
been received, five (5) business days after mailing, or, if sent by overnight courier, on the next business day. Either party may
change to whom or where notice is to be given by providing notice to the Other Party of such change at such Other Party's last address
provided pursuant to this Agreement.


 


		11.6	Collateral Agreements



 


This Agreement
constitutes the final and entire agreement between the parties respecting the services of Manager, superseding any and all prior
negotiations, agreements, understandings or representations, whether written or oral, and there are no representations, warranties
or commitments concerning those services, except as set forth in this Agreement.


 






    	 	24	 



     


    

 


		11.7	Survival



 


The provisions of Sections
2.17.2, 7.2.2, 8.3, Article 9, Article 10 , Sections 11.1 and 11.4, of this Agreement shall survive the termination
of this Agreement in accordance with their terms.


 


ARTICLE 12


INTERPRETATIONS


 


		12.1	Sections and Headings



 


The division of this Agreement into sections and
the insertion of headings are for reference purposes only and shall not affect the interpretation of this Agreement.


 


		12.2	Number and Gender



 


In this Agreement, words importing the singular
number only shall include the plural and vice versa and words importing any gender shall include all genders.


 


		12.3	Currency



 


Unless otherwise indicated, all dollar amounts
referred to in this Agreement are expressed in U.S. funds.


 


		12.4	Time of Essence



 


Time shall be of the essence of this Agreement.


 


		12.5	Applicable Law



 


This Agreement shall be construed, interpreted
and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the State
of Maryland, irrespective of Maryland’s choice of law requirements.


 


		12.6	Severability



 


If any provision of this Agreement
is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not
impair or affect the validity, legality or enforceability of the remaining provisions hereof and each provision is hereby declared to
be separate, severable and distinct.


 






    	 	25	 



     


    

 


		12.7	No Waiver



 


The failure of any party to
insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver or deprive that party
of the right thereafter to insist upon strict adherence to such provision or any other provision of this Agreement. No purported waiver
shall be effective as against any party unless consented to in writing by such party. The waiver by any party of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.


 


		12.8	Date of any Action



 


If any date on which any action
is required to be taken under this Agreement is not a business day that action shall be required to be taken on the next following business
day.


 


		12.9	Interpretation



 


Should any provision of this
Agreement require judicial interpretation, it is agreed that the court interpreting or construing this Agreement shall not construe it
against one party more strictly by reason of the rule of construction that a document is to be construed more strictly against the
party who itself or through its agent or counsel prepared such document, it being agreed that all parties were afforded adequate opportunity
to consult legal counsel prior to execution of this Agreement.


 


IN WITNESS WHEREOF, Practice and Manager have caused
this Agreement to be executed by their duly authorized representatives, as of the day and year first above written.


 


	 	NAVA HEALTH MD, LLC
	 	 
	 	 
	 	By:	/s/ Bernaldo Dancel
	 	Name: Bernaldo Dancel
	 	Title: President
	 	 
	 	NAVA HEALTH MEDICAL GROUP, LLC
	 	 
	 	 
	 	By:	/s/ Douglas Lord, M.D.
	 	Name: Douglas Lord, M.D.
	 	Title: Sole Member




 






    	 	26	 



     


    

 


AMENDMENT TO MANAGEMENT SERVICES 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"),
and Nava Health Medical Group, LLC, previously known as Integrated Wellness MD, LLC ("Practice"), and amends that certain Management
Services Agreement between the parties dated January 1, 2021, 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.	Net Revenue. Section 5.1 of the Agreement is hereby amended to add the following at the end of the existing language:



 


"In
any month where imposition of the Management Fee would cause the net income of Practice (determined
in accordance with Generally Accepted Accounting Principles) to be less than $0, the Manager may reduce the Management Fee proportionately
such that the Practice's net income does not fall below $0."


 


		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	 	Practice
	Nava
    Health MD, LLC,	 	Nava
    Health Medical Group, LLC, 
	previously
    known as Nava Management, LLC	 	previously
    known as Integrated Wellness MD, LLC
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/Bernaldo
    Dancel	 	By:	/s/
    C. Douglas Lord






	Name/Title:	Bernaldo
    Dancel, CEO	 	Name/Title:	C.
    Douglas Lord, Owner





 






     


     


    

 


SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENT


 


This Amendment to Management Services Agreement
(this “Amendment”) is made effective as of September 27, 2022, by and between Nava Health MD, LLC (“Manager”),
and Nava Health Medical Group, LLC (“Practice”), and amends that certain Management Services Agreement between the
parties dated January 1, 2021, 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.	Amendments. The following is hereby inserted as new Sections 2.18 and 2.19 of the Agreement:



 


“2.18 Assignment of Intellectual Property to Manager


 


Practice agrees to assign and hereby
does irrevocably assign to Manager all of Practice’s right, title, and interest in and to any and all Intellectual Property Rights
invented, developed, created, conceived, or reduced to practice by or on behalf of Practice during the Term (“Practice Developed
IP”). In furtherance of the foregoing, Practice shall cause its employees and contractors to irrevocably assign to Practice
any and all Practice Developed IP. “Intellectual Property Rights” means all (a) patents, patent disclosures, and inventions
(whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together
with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in
data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property
rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights,
and all similar or equivalent rights or forms of protection in any part of the world.


 


2.19 License of Intellectual Property to Practice


 


Manager hereby grants to Practice during
the Term a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use, perform, display, execute, reproduce,
distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit
the Practice Developed IP and the Manager Technology (but not including the Manager’s Marks, which are licensed subject to Section 2.16),
solely in connection with the internal business operations of Practice. “Manager Technology” means the Nava Client,
Vitality Plans and other technology owned by Manager that relates to Practice’s business.”


 


		3.	Full Force and Effect. Except as expressly modified hereby, the Agreement shall remain in full force and effect.



 


		4.	Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all
of which when taken together shall constitute but one and the same instrument. Facsimile and electronically scanned signatures shall be
sufficient as an original signature.



 






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


 


	NAVA HEALTH MD, LLC	 	NAVA HEALTH MEDICAL GROUP, LLC
	 	 	 
	By:	/s/ CC Jacques	 	By:	/s/ C. Douglas Lord
	Name:	CC Jacques	 	Name:	C. Douglas Lord
	Title:  	CFO	 	Title:	 Owner



 






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