Exhibit 10.2


 


EXECUTION VERSION


 


CONTRIBUTION
AGREEMENT


 


This CONTRIBUTION AGREEMENT
(this “Agreement”) is made as of October 27, 2014, by and between Rob Mikitarian, an individual
(the “Rollover Seller”) and Apollo Palliative Service LLC, a California limited liability company (“APS”).


 


recitals


WHEREAS, APS
is acquiring all of the issued and outstanding capital stock of Holistic Care Home Health Agency, Inc., a California corporation
(the “Company”), pursuant to this Agreement and that certain Stock Purchase Agreement, dated as of the
date hereof, by and among APS and the Rollover Seller (the “Purchase Agreement”) (except as otherwise
provided herein, all capitalized terms used herein shall have the meanings set forth in the Purchase Agreement);


 


WHEREAS, the
Rollover Seller owns all of the capital stock of the Company, which constitutes one hundred percent (100%) of the issued and outstanding
capital stock and other equity interests, including securities convertible or exercisable into capital stock or other equity interests,
of the Company (the “Securities”);


 


WHEREAS, in
connection with the transactions contemplated by the Purchase Agreement, the Rollover Seller is contributing to APS a portion of
the Securities held by the Rollover Seller (such portion, as described on Exhibit A, the “Rollover Securities”);


 


WHEREAS, the
Rollover Seller desires to contribute to APS, and APS desires to accept the contribution of all of Rollover Seller’s rights,
title and interests in and to the Rollover Securities, as set forth on Exhibit A attached hereto, in exchange for certain
membership interests in APS, as set forth on Exhibit B attached hereto;


 


WHEREAS, upon Seller’s
receipt of the membership interests in APS to be received by Seller hereunder, Seller shall immediately transfer such membership
interests to GNS Medical Holdings, LLC, a California limited liability company (“GNS”), of which Seller
is the sole member; and


 


WHEREAS, immediately
following the transactions contemplated hereby, all issued and outstanding capital stock and other equity interests, including
securities convertible or exercisable into capital stock or other equity interests of the Company (other than the Rollover Securities)
are being transferred to APS in exchange for cash pursuant to the Purchase Agreement.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the mutual promises and subject to the terms and conditions contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I


CONTRIBUTION


 


1.        
  Contribution of Securities. The Rollover Seller hereby grants, conveys, bargains, sells, assigns,
contributes, sets over, transfers and delivers to APS and its successors and assigns as of the Effective Time (as defined
below) free and clear of any liens or other restrictions
or claims from any person, all of the Rollover Securities and all rights, titles and interests therein with all
appurtenances thereto, TO HAVE AND TO HOLD, unto APS, its successors and assigns forever.


 




    	 



    	 



    

 


2.    
      Capital Contribution. The transfer and conveyance of the Rollover Securities shall
be a contribution to the capital of APS, and in exchange for such contribution, APS shall issue membership interests in APS
in exchange for such contribution, as set forth on Exhibit B attached hereto (the “APS
Interest”).


 


3.     
     Assignment. Immediately upon Seller’s receipt of the membership interests in APS pursuant
to Section 2 above, Seller shall assign his entire interest in such membership interests to GNS, pursuant to the terms of the
Membership Interest Assignment in the form of Exhibit C hereto.


 


4.    
      Effective Time. The contribution and conveyance of the Rollover Securities
described in Section 1 and the assignment contemplated by Section 3 shall take place in successive order
immediately prior to the Closing (as defined in the Purchase Agreement) (the “Effective Time”).


 


5.        
  Representations and Warranties. In connection with the issuance of the APS Interest, the Rollover Seller
represents and warrants to APS that:


 


(a)          The
APS Interest is being acquired for the Rollover Seller’s own account and not with a view to, or intention of, distribution
thereof in violation of the Securities and Exchange Act of 1933 (as amended, the “1933 Act”), or any
applicable state securities laws, and the APS Interest will not be disposed of in contravention of the 1933 Act or any applicable
state securities laws.


 


(b)          The
Rollover Seller is sophisticated in financial matters and is able to evaluate the risks and benefits of an investment in the APS
Interest.


 


(c)          The
Rollover Seller is able to bear the economic risk of its investment in the APS Interest for an indefinite period of time because
the APS Interest has not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under
the 1933 Act or an exemption from such registration is available.


 


(d)          The
Rollover Seller has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering
of the APS Interest and has had full access to such other information concerning APS as it has requested.


 


(e)          This
Agreement and the transactions contemplated hereby constitute the legal, valid and binding obligation of the Rollover Seller, enforceable
in accordance with its terms, and the Rollover Seller’s execution, delivery or performance of this Agreement and the consummation
by the Rollover Seller of the transactions contemplated hereby will not (i) violate or cause a breach of any agreement, contract
or instrument to which the Rollover Seller is a party or any judgment, order or decree to which the Rollover Seller is subject
other than in cases where such restrictions have been waived in writing prior to the date hereof, or (ii) conflict with or violate
any law applicable to the Rollover Seller. The Rollover Seller has all requisite individual power and authority to make, execute
and deliver this Agreement, and perform its obligations hereunder and to consummate the transactions contemplated hereby.


 


(f)          The
Rollover Seller: (i) understands and acknowledges that the APS Interest being issued to the Rollover Seller has not been registered
under the 1933 Act, nor under the securities laws of any state, nor under the laws of any other country and (ii) recognizes that
no public agency has passed upon the accuracy or adequacy of any information provided to the Rollover Seller or the fairness of
the terms of its investment in the APS Interest.


 




    	 



    	 



    

 


(g)          The
Rollover Seller represents that it has been called to the Rollover Seller’s attention, by those individuals with whom the
Rollover Seller has dealt in connection with its investment in the APS Interest, that such investment is a speculative venture,
involves a high degree of risk and is subject to complete risk of loss.


 


(h)          The
Rollover Seller became aware of the offering of the APS Interest other than by means of general advertising or general solicitation.


 


(i)          The
Rollover Seller is an “accredited investor” within the meaning of Regulation D of the 1933 Act.


 


6.       
   Representations and Warranties. In connection with the issuance of the APS Interest, APS represents
and warrants to the Rollover Seller that:


 


(a)          APS
is a limited liability company duly formed, validly existing and in good standing under the laws of the State of California.


 


(b)          This
Agreement and the transactions contemplated hereby constitute the legal, valid and binding obligation of APS, enforceable in accordance
with its terms, and neither APS’s execution, delivery or performance of this Agreement nor the consummation by APS of the
transactions contemplated hereby will (i) violate or cause a breach of any agreement, contract or instrument to which APS is a
party or any judgment, order or decree to which APS is subject, (ii) conflict with or violate any provision of the certificate
of organization, the Operating Agreement or any other organizational or governance documents of APS or any resolution or action
adopted by the managers of APS, or (iii) (assuming the representations and warranties in Section 5 are true and correct)
conflict with or violate any law applicable to APS. APS has all requisite limited liability company power and authority to make,
execute and deliver this Agreement, and perform its obligations hereunder and to consummate the transactions contemplated hereby.


 


7.     
     Counterparts. This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and all of which when taken together shall constitute one and the same
instrument. In the event that a signature is delivered by facsimile transmission or by e-mail delivery of a
“.pdf” or other electronic format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such
facsimile, “.pdf” or other electronic format signature page were an original thereof.


 


8.      
    Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the
laws of the State of California, without giving effect to the conflict of laws principles thereof.


 


9.       
   Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and
their respective heirs, personal representatives, successors and assigns.


 


10.         Reformation;
Severability. In case any term or other provision of this Agreement shall be invalid, illegal or unenforceable, such provision
shall be reformed to best effectuate the intent of the parties hereto and permit enforcement thereof, and the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If such provision is not capable
of reformation, it shall be severed from this Agreement and the enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.


 




    	 



    	 



    

 


11.         Amendment.
This Agreement may be amended or modified in whole or in part only by an agreement in writing executed by all parties hereto and
making specific reference to this Agreement.


 


[Remainder of Page
Intentionally Left Blank;


Signature Page(s)
to Follow.]


 




    	 



    	 



    

 


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


 


	 	APS:
	 	 
	 	APOLLO PALLIATIVE SERVICES LLC,
	 	a California limited liability company
	 	 	 
	 	By:	 
	 	Name:  Liviu Chindris , M.D.
	 	Title:  President 


 


Signature
Page to Contribution Agreement


 







    	 



    	 



    

 


	 	ROLLOVER SELLER:
	 	 
	 	 
	 	Rob Mikitarian


 


Signature
Page to Contribution Agreement


 







    	 



    	 



    

 


Exhibit
A


 


Rollover Securities


  


	
         

        Rollover Seller
	 	
        Rollover Securities from

        Holistic Care Home Health Agency, Inc.

	 	 	 
	Rob Mikitarian	 	129 shares of Holistic Care Home Health Agency, Inc.


 




    	 



    	 



    

 


Exhibit
B


 


APS Membership Interests


 


	Rollover Seller	 	APS Membership

Interest
	 	 	 
	Rob Mikitarian	 	3.0%


 




    	 



    	 



    

 


Exhibit
C


 


Membership
Interest Assignment


 


For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Rob Mikitarian, an individual, does
hereby assign, transfer and deliver 100% of his membership interest in and to Apollo Palliative Service LLC,
a California limited liability company, to GNS Medical Holdings, LLC, a California limited liability company.


 


IN
WITNESS WHEREOF, the undersigned have executed this Membership Interest Assignment effective as of October __, 2014.


 


	 	 
	 	Rob Mikitarian


 




    	 



    	 



    

 


ACKNOWLEDGMENT AND CONSENT OF SPOUSE


 


October ___, 2014


 


The undersigned, Marine Metspakyan, spouse
of Rob Mikitarian, joins in the execution of that certain Contribution Agreement, dated as of October ____, 2014 (the “Contribution
Agreement”) by and among Rob Mikitarian and Apollo Palliative Service LLC, to evidence her knowledge of the existence
of the Contribution Agreement and her consent to the provisions of the Contribution Agreement.


 


	 	Signature of Spouse: ____________________________
	 	Printed Name of Spouse: _________________________