Exhibit 10.34


 


SECURITY
AND INTER-CREDITOR


CLARIFICATION
AGREEMENT


 


This
SECURITY AND INTER-CREDITOR CLARIFICATION
(this “Agreement”)
is made as of August, 12, 2015, by and among: (a) American CareSource Holdings, Inc., a Delaware corporation (“Borrower”);
(b) the direct or indirect, wholly-owned subsidiaries of Borrower executing below (each individually, a “Subsidiary”
and all collectively, the “Subsidiaries”);
(c) John Pappajohn, Mark Oman, and Bruce Rastetter (each individually, an “Applicable
Guarantor” and collectively, the “Applicable
Guarantors”); and (d) Equity Dynamics, Inc., a Iowa corporation (“EDI”),
solely as the current Collateral Agent under, and as defined in, that certain Security and Inter-Creditor Agreement, dated
December 4, 2014 (the “Inter-Creditor
Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed in the
Inter-Creditor Agreement.


 


RECITALS


 


WHEREAS,
Borrower, Subsidiaries, the Applicable Guarantors and EDI (each, a “Party”,
and collectively, the “Parties”)
have executed the Inter-Creditor Agreement with respect to certain rights and obligations of the Parties in connection
with, among other things, the December Note and the December Guaranties;


 


WHEREAS:
(a) Borrower negotiated to increase the maximum principal balance under the December Note from $6,000,000 to $7,000,000; (b) pursuant
to the terms of the December Guaranties, the Applicable Guarantors remain obligated to the Bank with respect to Borrower’s obligations
under the December Note, including the additional $1,000,000 thereunder; (c) in consideration of the Applicable Guarantors’ guarantee
of the additional $1,000,000, each will be issued his Proportionate Share (as described below) of 300,000 warrants to purchase
common stock of Borrower, (d) the Inter-Creditor Agreement addresses the rights and obligations of the parties with respect to
the December Note, as the same may be amended, restated or modified from time to time; and


 


WHEREAS,
the Parties desire to clarify the intention of the Parties with respect to the increased maximum loan amount under the December
Note.


 


NOW,
THEREFORE, in consideration of the mutual promises and agreements contained herein, the Parties confirm that the terms of the Inter-Creditor
Agreement continue to govern their respective rights and obligations with respect to the December Note, the December Guaranties,
the Collateral and all other matters set forth in the Inter-Creditor Agreement, including, without limitation, any such rights
and obligations that relate to indebtedness under the December Note in excess of six million dollars. All terms and conditions
of the Inter-Creditor Agreement are hereby incorporated by reference as if fully set forth herein, including without limitation,
Section 8 (Miscellaneous); provided, however, that upon the increase of the maximum loan amount under the December Note to $7,000,000,
the chart on Exhibit A-2 to the
Inter-Creditor Agreement shall be interpreted to read as follows:


 


	Guarantor	 	Guaranty Amount	 	 	Proportionate Share %	 
	John Pappajohn	 	$	3,500,000	 	 	 	50	%
	Mark Oman	 	$	2,333,333	 	 	 	33.33	%
	Bruce Rastetter	 	$	1,166,667	 	 	 	16.67	%
	Total	 	$	7,000,000	 	 	 	100.0	%



 


[Signature
page follow]


 




     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.


 





	BORROWER:	 	Equity Dynamics, Inc., as Collateral Agent
	 	 	 
	American CareSource Holdings, Inc., 	 	By:	/s/ Matthew P. Kinley
	a Delaware corporation	 	Name:	Matthew P. Kinley




	 	 	Title:	SVP



 


	ACSH Primary Care Holdings, LLC,	 	APPLICABLE GUARANTORS:
	 	 	 
	ACSH Urgent Care Holdings, LLC,	 	 
		 	/s/ John Pappajohn
	ACSH Service Center, LLC,	 	John Pappajohn, Guarantor
	 	 	 
	each a Delaware limited liability company	 	 
	 	 	/s/ Mark Oman
	ACSH Primary Care of Florida, LLC 	 	Mark Oman, Guarantor
	ACSH Urgent Care of Florida, LLC,	 	 
	each, a Florida limited liability company	 	 
	 	 	/s/ Bruce Rastetter
	ACSH Primary Care of Georgia, LLC 	 	Bruce Rastetter, Guarantor
	ACSH Urgent Care of Georgia, LLC	 	 
	each, a Georgia limited liability company	 	 
	 	 	 
	ACSH Primary Care of Virginia, LLC 	 	 
	ACSH Urgent Care of Virginia, LLC	 	 
	each, a Virginia limited liability company	 	 
	 	 	 
	ACSH Primary Care of Alabama, LLC 	 	 
	ACSH Urgent Care of Alabama, LLC	 	 
	each, an Alabama limited liability company	 	 



 


	By:	/s/ John Pappajohn	 	 
	Name: 	John
Pappajohn	 	 
	Title: 	Chairman & Acting CEO