EX-10.48




 Exhibit 10.48 

STATE SETTLEMENT AGREEMENT 

This STATE SETTLEMENT AGREEMENT is made this 15th day of August, 2014, between American Addiction Centers, Inc. (“AAC”), a Nevada
corporation; James D. Bevell, Jr. (“Bevell”), an individual resident of Florida; and AJG Solutions, Inc. (“AJG”), a Florida corporation, at Brentwood, Tennessee. 

WHEREAS, AAC, Bevell, and AJG entered into an Asset and Equity Purchase Agreement, Promissory Note, Employment Agreement, and License
Agreement on or about August 31, 2012, in connection with the acquisition of the Treatment Solutions Network business; and 
 WHEREAS,
Bevell, Michael Cartwright, and Jerrod Menz entered into an Agreement Among Shareholders on September 1, 2012; and 
 WHEREAS, multiple
disputes have arisen between AAC, Bevell, and AJG regarding their respective rights and obligations under the Asset and Equity Purchase Agreement, Promissory Note, Employment Agreement, License Agreement, and Agreement Among Stockholders, and
otherwise; and 
 WHEREAS, AAC filed suit against Bevell and AJG in an action styled American Addiction Centers, Inc. v. James D. Bevell,
Jr., and AJG Solutions, Inc. (M.D. Tenn. No. 3:14-cv-311) (the “Federal Litigation”); and 
 WHEREAS, AAC proposed a
share exchange to certain of its shareholders in 2014, under which existing shares of AAC would be exchanged for shares of AAC Holdings, Inc. (“Holdings”) and shareholders would release certain claims related to the existing AAC stock (the
“Share Exchange”), to which Bevell objected; and 

  
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 WHEREAS, Bevell filed suit, including a First Amended Complaint, against certain officers,
directors, and shareholders of AAC, as well as others, in an action styled James D. Bevell, Jr. v. Michael Cartwright, Jerrod Menz, AAC Holdings, Inc., Clinical Revenue Management Services, LLC, Tina Cartwright, Victoria Menz, and Behavioral
Healthcare Realty, LLC (Williamson County Chancery Court No. 43356) (the “State Litigation”); and 
 WHEREAS, the parties
wish to reach a full and final, global resolution to resolve all outstanding disputes between them under the Employment Agreement, Promissory Note, License Agreement, Agreement Among Stockholders, the Share Exchange, the State Litigation, or
otherwise; 
 NOW, THEREFORE, in consideration of these premises, the mutual promises set out below, and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows. 
 1. In full and final satisfaction of
all obligations to Bevell under the Promissory Note, Employment Agreement, License Agreement, Agreement Among Stockholders, the State Litigation, or otherwise, AAC agrees to pay to Bevell the sum of Seven Million Five Hundred Fifty-Five Thousand
Four Hundred and Twenty-five dollars ($7,555,425.00). Of this sum, AAC will pay Two Hundred Fifty-five Thousand Four Hundred Twenty-Five dollars ($255,425.00) upon execution of this State Settlement Agreement. The balance of Seven Million Three
Hundred Thousand dollars ($7,300,000.00) shall be paid to Bevell (without additional interest) upon funding of the initial public offering of shares in Holdings. In the event that there has been no initial public offering of shares in Holdings and
no resulting payment on or before November 15, 2014, the parties shall confer on an agreed extension of such deadline and, if no written extension is agreed to by 6:00 p.m. EST on November 21, 2014, this State Settlement Agreement shall,
in all respects, be null and void and of no effect whatsoever (including voiding of the releases contained herein and reinstatement of the Promissory Note and agreements referenced 

  
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herein), the intent being to place all parties in the position they were in immediately prior to the execution of this State Settlement Agreement relating to the original claims and defenses by
and against the parties, as well as any unasserted claims. In that event, the amounts paid to Bevell prior to that time shall be credited toward any balance due under the Promissory Note. 

2. In return for payment of the settlement sum, Bevell hereby releases any and all claims he may currently have, or hereafter acquire, whether
known or unknown, disclosed or undisclosed, concealed or hidden, asserted or unasserted, arising out of or related to the Promissory Note, Employment Agreement, License Agreement, Agreement Among Stockholders, the First Amended Complaint in the
State Litigation, his ownership of the shares of AAC, Holdings, or any affiliate, his service as an employee, director, or officer of AAC, the Share Exchange, or otherwise. This release includes but is not limited to all claims arising under
federal, state or foreign law, common law, statute, rule or regulation related to breach of contract, fraud, promissory fraud, misrepresentation, conspiracy, breach of fiduciary duty, reimbursement of expenses, intentional interference with
contract, aiding and abetting, or other claims for compensatory damages, punitive damages, declaratory judgment, injunctive relief, attorneys’ fees, costs, or other legal or equitable relief of any kind whatsoever, whether individual, class,
direct, derivative, representative or in any other capacity. Notwithstanding anything to the contrary in this State Settlement Agreement, the release provisions set forth in this paragraph shall not constitute a release of any claims or causes of
action arising out of or based upon a breach of this State Settlement Agreement or of the parties’ Federal Settlement Agreement in the Federal Litigation (“Federal Settlement Agreement”). 

  
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 3. Bevell warrants that he has disclosed all material information that he learned during his
employment with AAC that may be relevant to AAC’s corporate compliance efforts or that relate in any way to his duties for AAC or its predecessors, including but not limited to any information relating to any investigation or self-evaluation
process at AAC of which he is aware; any information he has relating to possible unlawful activity, retaliatory actions by AAC or its agents, potential or pending whistleblower claims or actions, or state or federal false claims act claims or
actions; any information relating to violations or possible violations of AAC’s corporate compliance plan; and any information that could benefit AAC in ensuring the compliance with applicable laws, rules, or regulations. Bevell covenants that
there is no such information known to him that he has not yet brought to the attention of AAC’s board of directors. 
 4. Bevell will
reasonably cooperate with and assist AAC if AAC contacts him with regard to any billing issue, any administrative or clinic issue, any investigation, any litigation, or any compliance issue in the future. 

5. In addition, Bevell does release and covenant not to sue (or to request arbitration or initiate any other legal proceeding in any court or
before any tribunal or administrative entity) AAC, its predecessors, successors, agents, and corporate affiliates, from and for any and all claims, demands, liability, damages, costs (including attorneys’ fees), and obligations of any kind in
his favor (whether known or unknown) which arise out of his employment with, or the termination of his employment with, AAC. This includes, but is not limited to, all claims, arising under federal, state, or foreign law, common law, statute, rule or
regulation related to breach of contract, wrongful termination, or past wages under applicable state law; claims based upon the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); claims under or based upon the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and claims under or based upon Title VII of the Civil Rights Act of 1964 as 

  
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amended, the Americans With Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”), the Fair Labor Standards Act (“FLSA”), the Tennessee Human
Rights Act (“THRA”), and/or other federal, state, or local laws or common law. Bevell also acknowledges and agrees that he is releasing and giving up any claims he has or may have had against AAC for other tortious or unlawful conduct.
This release will be effective seven (7) days after the date of his signature below. 
 6. Bevell acknowledges and agrees that,
assuming consummation and full performance by AAC in accordance with this State Settlement Agreement, (a) he has received all pay to which he was entitled during his employment with AAC; (b) he does not believe that he is owed unpaid wages
or unpaid overtime compensation by AAC; and (c) he does not believe that his rights under any state or federal wage and hour laws, including the federal Fair Labor Standards Act (“FLSA”), have been violated during his employment with
AAC. Bevell also acknowledges and agrees that: (i) he has received all paid and unpaid leave, including benefits under the federal Family and Medical Leave Act (“FMLA”), to which he was entitled during his employment with AAC;
(ii) he has no pending request for FMLA leave; and (iii) he does not believe that his rights under the FMLA have been interfered with or that he has been discriminated against or otherwise mistreated based on any request for leave or based
on any illness, condition, or injury to himself or a family member during his employment with AAC. 
 7. Bevell acknowledges that he will
have seven (7) days following execution of this State Settlement Agreement to revoke it, and this State Settlement Agreement shall not become effective until seven (7) days after he signs it. If he wishes to revoke this Agreement, he must
notify Kathryn Sevier Phillips, AAC’s General Counsel, in writing within seven (7) days following execution of this State Settlement Agreement. Bevell understands that this State 

  
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Settlement Agreement is a legally binding release, and that unless revoked in writing within (7) days after execution, Bevell will thereafter be barred from seeking or obtaining, directly or
indirectly, any relief or recovery of any kind for or based on any of the claims released and forever discharged in this State Settlement Agreement. 

8. Bevell also agrees that he will deliver to AAC all documents, records, or other property of any nature belonging to AAC in his custody or
control, if he possesses any such items. 
 9. The releases by Bevell set out in sections 2-5, above, shall apply to AAC; Holdings; Clinical
Revenue Management Services, LLC; Behavioral Realty Healthcare, Inc., their respective current or former officers, directors, employees, assigns, predecessors, successors, underwriters, insurers, and agents; and their respective parent, subsidiary,
and affiliated entities. In addition, Bevell releases all other defendants in the State Litigation, including Michael Cartwright, Jerrod Menz, Victoria Menz, and Tina Cartwright, in full and to the same extent as AAC. 

10. Upon full performance and payment by AAC in accordance with this State Settlement Agreement, Bevell shall dismiss the First Amended
Complaint and State Litigation as to all parties, with prejudice. Bevell shall bear all court or discretionary costs and attorneys’ fees he has incurred associated with the State Litigation. AAC and the other defendants shall bear all costs and
fees they have incurred associated with the State Litigation. 
 11. Upon consummation and full performance in accordance with this State
Settlement Agreement, AAC hereby releases any and all claims it may currently have, or hereafter acquire, whether known or unknown, disclosed or undisclosed, concealed or hidden, asserted or unasserted, against Bevell arising out of or related to
the Promissory Note, 

  
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Employment Agreement, License Agreement, Agreement Among Stockholders, the Share Exchange, the State Litigation, ownership of the shares of AAC, Holdings, or any affiliate, his service as an
employee, director, or officer of AAC, or otherwise. This release includes but is not limited to all claims arising under federal, state or foreign law, common law, statute, rule or regulation related to breach of contract, fraud, promissory fraud,
conspiracy, breach of fiduciary duty, reimbursement of expenses, intentional interference with contract, aiding and abetting, or other claims for compensatory damages, punitive damages, declaratory judgment, injunctive relief, attorneys’ fees,
costs, or other legal or equitable relief. Notwithstanding anything to the contrary in this State Settlement Agreement, the release provisions set forth in this paragraph shall not constitute a release of any claims or causes of action arising out
of or based upon a breach of this State Settlement Agreement or of the parties’ Federal Settlement Agreement. Furthermore, nothing herein shall affect the obligations of Bevell under section 7.5 of the Asset and Equity Purchase Agreement, under
any preliminary or permanent injunction issued in the Federal Litigation, or under the Federal Settlement Agreement. 
 12. The release set
out in section 11, above, shall apply to Bevell. AAC expressly reserves all rights, claims, and defenses it may have with respect to any person not a party to this Settlement Agreement. 

13. With respect to any and all released claims stated in paragraphs 2-5, the parties stipulate and agree that they expressly waive, and shall
be deemed to have, and by operation of the dismissal of the First Amended Complaint in the State Litigation claims shall have, expressly waived the provisions, rights and benefits of California Civil Code § 1542, which provides: 

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing
the release, which if known by him or her must have materially affected his or her settlement with the debtor. 

  
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 The parties shall expressly waive and by operation of the dismissal of the State Litigation claims in the First
Amended Complaint, shall have, expressly waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable or equivalent in
effect to California Civil Code § 1542. 
 14. The parties agree that this State Settlement Agreement supersedes any and all
obligations they may owe under the Promissory Note. Payment of the settlement sum by AAC shall extinguish any outstanding or future obligation to make any further periodic or balloon payments to Bevell. 

15. The parties agree that this State Settlement Agreement supersedes any and all obligations they may owe under the Employment Agreement.
Bevell shall cease to be an employee of AAC upon execution of this State Settlement Agreement and shall have no further right to compensation or benefits of any kind. The mutual releases set out above include any claims related to Bevell’s
tenure as an employee of AAC from September 1, 2012, to date. 
 16. The parties agree that this State Settlement Agreement supersedes
any and all obligations they may owe under the License Agreement. AJG agrees and does hereby convey all its rights to Domain Names, Marks, Telephone Numbers, and all other intellectual property covered by the License Agreement to AAC in fee simple.
AJG agrees that it will execute and deliver such other instruments of conveyance, registration, security, or related documents as may be necessary or convenient to effectuate this transfer of ownership rights in fee, including the transfer document
attached as Exhibit A to this State Settlement Agreement, which shall be held in escrow by Kathryn Sevier Phillips and not delivered to AAC until full performance and payment by AAC in accordance with this State Settlement Agreement. 

  
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 17. The parties agree that the terms of this State Settlement Agreement shall remain confidential
and shall not be disclosed to any other person other than as required by law for tax, securities, or other purposes, or as reasonably necessary in connection with an initial public offering by Holdings. Other than to confirm that their disputes have
been resolved and that Bevell is no longer affiliated with AAC, the parties shall not comment publicly on this State Settlement Agreement. In the event that a party receives a subpoena or other discovery request that would include this State
Settlement Agreement, it shall oppose such request and notify the other parties of such request. The parties further agree that they will suffer substantial harm from any violation of this confidentiality clause, that damages will not be an adequate
remedy for such violation, and that a court may issue a temporary restraining order, preliminary injunction, or permanent injunction against any violations of this provision, in addition to awarding damages or other relief. 

18. This State Settlement Agreement is an integrated contract. No promise, representation, offer, or statement not included herein forms any
part of the parties’ bargain. 
 19. This State Settlement Agreement shall be governed by the substantive laws of Tennessee. No
principle of the choice of laws shall be applied which would result in the application of the law of any other state to the construction or enforcement of this Settlement Agreement. 

20. The exclusive venue for any action arising out of or related to this State Settlement Agreement shall be the state or federal courts
located in or for Williamson County, Tennessee. All parties consent to the jurisdiction of such courts. 
 21. The parties shall cooperate
in effectuating the terms of this State Settlement Agreement and shall execute such other documents as may be reasonably required to do so. 

  
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 22. This State Settlement Agreement may be executed in two or more counterparts, which shall
collectively constitute one instrument. 
 23. There are no third-party beneficiaries of this State Settlement Agreement other than as set
out in sections 2, 5, and 9 above. Except as expressly provided herein, AAC, Bevell, and AJG expressly reserve all rights they may have against any person not a signatory to this State Settlement Agreement. 

24. The parties have been represented by counsel in connection with this State Settlement Agreement and have had an adequate opportunity to
consult with such counsel. They understand that this State Settlement Agreement has important legal consequences, including the release of certain rights that they may have or claim to have. 

25. Each party shall bear its own attorneys’ fees and costs associated with the State Litigation and this State Settlement Agreement.

 26. The persons signing below on behalf of the corporate parties have full authority to do so and to bind their principals to this State
Settlement Agreement. 
 27. This State Settlement Agreement represents the compromise of doubtful and disputed claims. Nothing in this
State Settlement Agreement shall constitute an admission or evidence of liability for any of the claims asserted in the the State Litigation, or otherwise, which the parties deny. 

28. This State Settlement Agreement may be amended only by a writing signed by all parties. 

  
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 Done at Brentwood, Tennessee, on the date written above. 

 

			
	American Addiction Centers, Inc.
		
	By:	 	 /s/ Kathryn Sevier Phillips

		 	Kathryn Sevier Phillips
		 	General Counsel and Secretary
	
	 /s/ James D. Bevell, Jr.

	James D. Bevell, Jr.
	
	AJG Solutions, Inc.
		
	By:	 	 /s/ James D. Bevell, Jr.

		 	James D. Bevell, Jr.
		 	President



  
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