Exhibit 10.1


 


		Wells Fargo Bank,

        National Association
	Credit
    Agreement


 


THIS CREDIT AGREEMENT
(this “Agreement”) is entered into as of December 4, 2014, by and between AMERICAN CARESOURCE HOLDINGS, INC., a Delaware
corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).


 


RECITALS


 


Borrower has requested
that Bank extend or continue credit to Borrower as described below, and Bank has agreed to provide such credit to Borrower on
the terms and conditions contained herein.


 


NOW, THEREFORE, for
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree as follows:


 


ARTICLE I


CREDIT TERMS


 


SECTION 1.1.          LINE
OF CREDIT.


 


(a)          Line
of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time
to time up to and including June 1, 2016, not to exceed at any time the aggregate principal amount of Six Million Dollars ($6,000,000.00)
(“Line of Credit”), the proceeds of which shall be used for working capital, general business needs, and acquisitions.
Borrower’s obligation to repay advances under the Line of Credit shall be evidenced by a promissory note dated as of December
4, 2014 (“Line of Credit Note”), all terms of which are incorporated herein by this reference.


 


(b)          Borrowing
and Repayment. Borrower may from time to time during the term of the Line of Credit borrow, partially or wholly repay its
outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Line
of Credit Note; provided however, that the total outstanding borrowings under the Line of Credit shall not at any time exceed
the maximum principal amount available thereunder, as set forth above.


 


SECTION 1.2.          INTEREST/FEES.


 


(a)          Interest.
The outstanding principal balance of the Line of Credit shall bear interest at the rate


of interest set forth in the Line of Credit
Note.


 


(b)          Computation
and Payment. Interest shall be computed on the basis of a 360-day year, actual


days elapsed. Interest shall be payable
at the times and place set forth in each promissory note or other instrument or document required hereby.


 


SECTION 1.3.          COLLATERAL. 


 


As security for all
indebtedness and other obligations of Borrower to Bank, Borrower hereby grants to Bank security interests of first priority, except
with respect to existing and future purchase money security interest, in all Borrower’s property and assets, including,
without limitation, accounts, contract rights, inventory, equipment, warehouse receipts and other documents, general intangibles,
copyrights, trademarks, patents, patent applications, money, licenses, goods, and vehicles.


 




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All of the foregoing
shall be evidenced by and subject to the terms of such security agreements, financing statements, deeds or mortgages, and other
documents as Bank shall reasonably require, all in form and substance satisfactory to Bank. Borrower shall pay to Bank immediately
upon demand the full amount of all charges, costs and expenses (to include fees paid to third parties and all allocated costs
of Bank personnel), expended or incurred by Bank in connection with any of the foregoing security, including without limitation,
filing and recording fees and costs of appraisals, audits and title insurance.


 


SECTION 1.4.          GUARANTIES.
The payment and performance of all indebtedness and other obligations of Borrower to Bank shall be guaranteed jointly and severally
by John Pappajohn in the principal amount of Three Million Dollars ($3,000,000.00), Mark C. Oman in the principal amount of Two
Million Dollars ($2,000,000.00), and Bruce Rastetter in the principal amount of One Million Dollars ($1,000,000.00), as evidenced
by and subject to the terms of guaranties in form and substance satisfactory to Bank.


 


ARTICLE II


REPRESENTATIONS AND WARRANTIES


 


Borrower makes the
following representations and warranties to Bank, which representations and warranties shall survive the execution of this Agreement
and shall continue in full force and effect until the full and final payment, and satisfaction and discharge, of all obligations
of Borrower to Bank subject to this Agreement.


 


SECTION 2.1.          LEGAL
STATUS. Borrower is a corporation, duly organized and existing and in good standing under the laws of Delaware, and is qualified
or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such
qualification or licensing is required or in which the failure to so qualify or to be so licensed could have a material adverse
effect on Borrower.


 


SECTION 2.2.          AUTHORIZATION
AND VALIDITY. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time
hereafter delivered to Bank in connection herewith (collectively, the “Loan Documents”) have been duly authorized,
and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements
and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.


 


SECTION 2.3.          NO
VIOLATION. The execution, delivery and performance by Borrower of each of the Loan Documents do not violate any provision of any
law or regulation, or contravene any provision of the Articles/Certificate of Incorporation or By-Laws of Borrower, or result
in any breach of or default under any contract, obligation, indenture or other instrument to which Borrower is a party or by which
Borrower may be bound.


 


SECTION 2.4.          LITIGATION.
There are no pending, or to the best of Borrower’s knowledge threatened, actions, claims, investigations, suits or proceedings
by or before any governmental authority, arbitrator, court or administrative agency which could have a material adverse effect
on the financial condition or operation of Borrower other than those disclosed by Borrower to Bank in writing prior to the date
hereof.


 




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SECTION 2.5.          CORRECTNESS
OF FINANCIAL STATEMENT. The annual financial statement of Borrower dated December 31, 2013, and all interim financial statements
delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a)
are complete and correct and present fairly the financial condition of Borrower, (b) disclose all liabilities of Borrower that
are required to be reflected or reserved against under generally accepted accounting principles, whether liquidated or unliquidated,
fixed or contingent, and (c) have been prepared in accordance with generally accepted accounting principles consistently applied.
Since the dates of such financial statements there has been no material adverse change in the financial condition of Borrower,
nor, except with respect to purchase money security interest granted in the normal course of operating Borrower’s business,
has Borrower mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except
in favor of Bank or as otherwise permitted by Bank in writing.


 


SECTION 2.6.          INCOME
TAX RETURNS. Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any
year.


 


SECTION 2.7.          NO
SUBORDINATION. There is no agreement, indenture, contract or instrument to which Borrower is a party or by which Borrower may
be bound that requires the subordination in right of payment of any of Borrower’s obligations subject to this Agreement
to any other obligation of Borrower.


 


SECTION 2.8.          PERMITS,
FRANCHISES. Borrower possesses, and will hereafter possess, all permits, consents, approvals, franchises and licenses required
and rights to all trademarks, trade names, patents, and fictitious names, if any, necessary to enable it to conduct the business
in which it is now engaged in compliance with applicable law.


 


SECTION 2.9.          ERISA.
Borrower is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended or recodified from time to time (“ERISA”); Borrower has not violated any provision of any defined
employee pension benefit plan (as defined in ERISA) maintained or contributed to by Borrower (each, a “Plan”); no
Reportable Event as defined in ERISA has occurred and is continuing with respect to any Plan initiated by Borrower; Borrower has
met its minimum funding requirements under ERISA with respect to each Plan; and each Plan will be able to fulfill its benefit
obligations as they come due in accordance with the Plan documents and under generally accepted accounting principles.


 


SECTION 2.10.        OTHER
OBLIGATIONS. Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material
lease, commitment, contract, instrument or obligation.


 


SECTION 2.11.        ENVIRONMENTAL
MATTERS. Except as disclosed by Borrower to Bank in writing prior to the date hereof, Borrower is in compliance in all material
respects with all applicable federal or state environmental, hazardous waste, health and safety statutes, and any rules or regulations
adopted pursuant thereto, which govern or affect any of Borrower’s operations and/or properties, including without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization
Act of 1986, the Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as any
of the same may be amended, modified or supplemented from time to time. None of the operations of Borrower is the subject of any
federal or state investigation evaluating whether any remedial action involving a material expenditure is needed to respond to
a release of any toxic or hazardous waste or substance into the environment. Borrower has no material contingent liability in
connection with any release of any toxic or hazardous waste or substance into the environment.


 




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ARTICLE III


CONDITIONS


 


SECTION 3.1.          CONDITIONS
OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to extend any credit contemplated by this Agreement is subject to the fulfillment
to Bank’s satisfaction of all of the following conditions:


 


(a)        Approval
of Bank Counsel. All legal matters incidental to the extension of credit by Bank shall be satisfactory to Bank’s counsel.


 


(b)        Existing
Documentation.


 


The Bank has received
the following in conjunction with the Credit Agreement between Bank and Borrower dated July 30, 2014, and Borrower represents
that the following have not been revoked and remain in full force and effect:


 





		(i)	Corporate Resolution: Borrowing
                                         for Borrower.



		(ii)	Certificate of Incumbency for
                                         Borrower.



		(iii)	Certified copy of Articles/Certificate
                                         of Incorporation of Borrower and any amendments.



		(iv)	Certified copy of Bylaws of Borrower
                                         and any amendments.



		(v)	Limited Liability Company Certificate:
                                         Third Party Collateral for each of ACSH Primary Care Holdings, LLC; ACSH Urgent Care
                                         Holdings, LLC; ACSH Service Center, LLC; ACSH Primary Care of Florida, LLC; ACSH Urgent
                                         Care of Florida, LLC; ACSH Primary Care of Georgia, LLC; ACSH Urgent Care of Georgia,
                                         LLC; ACSH Primary Care of Virginia, LLC; and ACSH Urgent Care of Virginia, LLC.



		(vi)	Certified copies of Articles
                                         of Organization/Certificates of Formation and any amendments for each of ACSH
                                         Primary Care Holdings, LLC; ACSH Urgent Care Holdings, LLC; ACSH Service Center, LLC;
                                         ACSH Primary Care of Florida, LLC; ACSH Urgent Care of Florida, LLC; ACSH Primary Care
                                         of Georgia, LLC; ACSH Urgent Care of Georgia, LLC; ACSH Primary Care of Virginia, LLC;
                                         and ACSH Urgent Care of Virginia, LLC.



		(vii)	Certified copies of Operating
                                         Agreement/Limited Liability Company Agreement and any amendments for each of ACSH Primary
                                         Care Holdings, LLC; ACSH Urgent Care Holdings, LLC; ACSH Service Center, LLC; ACSH Primary
                                         Care of Florida, LLC; ACSH Urgent Care of Florida, LLC; ACSH Primary Care of Georgia,
                                         LLC; ACSH Urgent Care of Georgia, LLC; ACSH Primary Care of Virginia, LLC; and ACSH Urgent
                                         Care of Virginia, LLC.



		(viii)	Certificate of Existence/Good
                                         Standing for each of ACSH Primary Care Holdings, LLC; ACSH Urgent Care Holdings, LLC;
                                         ACSH Service Center, LLC; ACSH Primary Care of Florida, LLC; ACSH Urgent Care of Florida,
                                         LLC; ACSH Primary Care of Georgia, LLC; ACSH Urgent Care of Georgia, LLC; ACSH Primary
                                         Care of Virginia, LLC; and ACSH Urgent Care of Virginia, LLC recently certified by the
                                         Secretary of State of formation for each entity.



  


The Bank has also
received the following in conjunction with the Credit Agreement between Bank and Borrower dated July 30, 2014, and Borrower agrees
that the following shall secure the indebtedness and obligations identified in this Agreement:


 


(i)          Security
Agreement granted by Borrower dated July 30, 2014.


 




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(ii)          Third
Party Security Agreement, as may be amended or replaced from time to time, of each of ACSH Primary Care Holdings, LLC; ACSH Urgent
Care Holdings, LLC; ACSH Service Center, LLC; ACSH Primary Care of Florida, LLC; ACSH Urgent Care of Florida, LLC; ACSH Primary
Care of Georgia, LLC; ACSH Urgent Care of Georgia, LLC; ACSH Primary Care of Virginia, LLC; and ACSH Urgent Care of Virginia,
LLC.


 


(c)        Documentation.
Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed:


 





		   (i)	This Agreement and each promissory
                                         note or other instrument or document required hereby.



		  (ii)	Certificate of Existence/Good
                                         Standing for Borrower recently certified by the Delaware Secretary of State.



		 (iii)	Guaranty of John Pappajohn.



		 (iv)	Guaranty of Mark C. Oman.



		  (v)	Guaranty of Bruce Rastetter.



		 (vi)	Third Party Security Agreement
                                         of ACSH Urgent Care of Alabama, LLC.



		 (vii)	Limited Liability Company Certificate:
                                         Third Party Collateral for each of ACSH Urgent Care Holdings, LLC and ACSH Urgent Care
                                         of Alabama, LLC.



		(viii)	Certified copy of Certificate
                                         of Formation and any amendments for ACSH Urgent Care of Alabama, LLC.



		  (ix)	Certified copy of Operating Agreement
                                         and any amendments for ACSH Urgent Care of Alabama, LLC.



		   (x)	Certificate of Existence/Good Standing
                                         for ACSH Urgent Care of Alabama, LLC recently certified by the Secretary of State of
                                         Alabama.



		  (xi)	Such other documents as Bank may
                                         require under any other Section of this Agreement.








  


(c)          Financial
Condition. There shall have been no material adverse change, as determined by Bank, in the financial condition or business
of Borrower or any guarantor hereunder, if any, nor any material decline, as determined by Bank, in the market value of any collateral
required hereunder or a substantial or material portion of the assets of Borrower or any such guarantor, if any.


 


SECTION 3.2.          CONDITIONS
OF EACH EXTENSION OF CREDIT. The obligation of Bank to make each extension of credit requested by Borrower hereunder shall be
subject to the fulfillment to Bank’s satisfaction of each of the following conditions:


 


(a)          Compliance.
The representations and warranties contained herein and in each of the other Loan Documents shall be true on and as of the date
of the signing of this Agreement and on the date of each extension of credit by Bank pursuant hereto, with the same effect as
though such representations and warranties had been made on and as of each such date, and on each such date, no Event of Default
as defined herein, and no condition, event or act which with the giving of notice or the passage of time or both would constitute
such an Event of Default, shall have occurred and be continuing or shall exist.


 


(b)          Documentation.
Bank shall have received all additional documents which may be required in connection with such extension of credit.


 




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ARTICLE IV


AFFIRMATIVE COVENANTS


 


Borrower covenants
that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent,
liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full
of all obligations of Borrower subject hereto, Borrower shall, unless Bank otherwise consents in writing:


 


SECTION 4.1.          PUNCTUAL
PAYMENTS. Punctually pay all principal, interest, fees or other liabilities due under any of the Loan Documents at the times and
place and in the manner specified therein, and immediately upon demand by Bank, the amount by which the outstanding principal
balance of any credit subject hereto at any time exceeds any limitation on borrowings applicable thereto.


 


SECTION 4.2.          ACCOUNTING
RECORDS. Maintain adequate books and records in accordance with generally accepted accounting principles consistently applied,
and permit any representative of Bank, at any reasonable time, to inspect, audit and examine such books and records, to make copies
of the same, and to inspect the properties of Borrower.


 


SECTION 4.3.          FINANCIAL
STATEMENTS. Provide to Bank all of the following, in form and detail satisfactory to Bank:


 


(a)          not
later than fifteen (15) days after the date of filing with the Securities and Exchange Commission, copies of any of Borrower’s
Form 10-K Annual Reports and Form 10-Q Quarterly Reports.


 


SECTION 4.4.          COMPLIANCE.
Preserve and maintain all licenses, permits, governmental approvals, rights, privileges and franchises necessary for the conduct
of its business; and comply with the provisions of all documents pursuant to which Borrower is organized and/or which govern Borrower’s
continued existence and with the requirements of all laws, rules, regulations and orders of any governmental authority applicable
to Borrower and/or its business.


 


SECTION 4.5.          INSURANCE.
Maintain and keep in force, for each business in which Borrower is engaged, insurance of the types and in amounts customarily
carried in similar lines of business, including but not limited to fire, extended coverage, public liability, flood, and, if required,
seismic property damage and workers’ compensation, with all such insurance carried with companies and in amounts satisfactory
to Bank, and deliver to Bank from time to time at Bank’s request schedules setting forth all insurance then in effect, together
with a lender’s loss payee endorsement for all such insurance naming Bank as a lender loss payee.


 


SECTION 4.6.          FACILITIES.
Keep all properties useful or necessary to Borrower’s business in good repair and condition, and from time to time make
necessary repairs, renewals and replacements thereto so that such properties shall be fully and efficiently preserved and maintained.


 


SECTION 4.7.          TAXES
AND OTHER LIABILITIES. Pay and discharge when due any and all indebtedness, obligations, assessments and taxes, both real or personal,
including without limitation federal and state income taxes and state and local property taxes and assessments, except (a) such
as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision,
to Bank’s satisfaction, for eventual payment thereof in the event Borrower is obligated to make such payment.


 


SECTION 4.8.          LITIGATION.
Promptly give notice in writing to Bank of any litigation pending or threatened against Borrower.


 




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SECTION 4.9.          NOTICE
TO BANK. Promptly (but in no event more than five (5) days after the occurrence of each such event or matter) give written notice
to Bank in reasonable detail of: (a) the occurrence of any Event of Default, or any condition, event or act which with the
giving of notice or the passage of time or both would constitute an Event of Default; (b) any change in the name or the organizational
structure of Borrower; (c) the occurrence and nature of any Reportable Event or Prohibited Transaction, each as defined in
ERISA, or any funding deficiency with respect to any Plan; or (d) any termination or cancellation of any insurance policy
which Borrower is required to maintain, or any uninsured or partially uninsured loss through liability or property damage, or
through fire, theft or any other cause affecting Borrower’s property.


 


ARTICLE V


NEGATIVE COVENANTS


 


Borrower further covenants
that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent,
liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full
of all obligations of Borrower subject hereto, Borrower will not without Bank’s prior written consent:


 


SECTION 5.1.          USE
OF FUNDS. Use any of the proceeds of any credit extended hereunder except for the purposes stated in Article I hereof.


 


SECTION 5.2.          CAPITAL
EXPENDITURES. Make any additional investment, through acquisition or lease, in fixed assets in any fiscal year in excess of an
aggregate of $1,500,000.00, excluding investment in the acquisition of all or substantially all of the fixed assets of another
company provided, however, that no Capital Expenditure shall be made if any Default or Event of Default shall have occurred and
be continuing at the time of the Capital Expenditure


 


SECTION 5.3.          OTHER
SECURED INDEBTEDNESS. Create, incur, assume or permit to exist any secured indebtedness or liabilities resulting from borrowings,
loans or advances, whether matured or unmatured, liquidated or unliquidated, joint or several, except (a) the secured liabilities
of Borrower to Bank, (b) any other secured liabilities of Borrower existing as of, and disclosed to Bank prior to, the date
hereof; and (c) purchase money indebtedness not to exceed $1,500,000.00 in the aggregate at any time outstanding.


 


SECTION 5.4.          MERGER,
CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature
of Borrower’s business as conducted as of the date hereof; nor sell, lease, transfer or otherwise dispose of all or a substantial
or material portion of Borrower’s assets except in the ordinary course of its business.


 


SECTION 5.5.          GUARANTIES.
Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection
in the ordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower
as security for, any liabilities or obligations of any other person or entity, except any of the foregoing in favor of Bank.


 


SECTION 5.6.          LOANS,
ADVANCES. Make any loans or advances to any person or entity, except any of the foregoing existing as of, and disclosed to Bank
prior to, the date hereof.


 




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SECTION 5.7.          DIVIDENDS,
DISTRIBUTIONS. Declare or pay any dividend or distribution either in cash, stock or any other property on Borrower’s stock
now or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of any class of Borrower’s
stock now or hereafter outstanding, and Borrower shall provide to Bank, upon request, any documentation required by Bank to substantiate
the appropriateness of amounts paid or to be paid.


 


SECTION 5.8.          PLEDGE
OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s
assets now owned or hereafter acquired, except any of the foregoing in favor of Bank or which is existing as of, and disclosed
to Bank in writing prior to, the date hereof and except those liens securing purchase money indebtedness permitted under Section
5.3, above.


 


ARTICLE VI


EVENTS OF DEFAULT


 


SECTION 6.1.          The
occurrence of any of the following shall constitute an “Event of Default” under this Agreement:


 


(a)          Borrower
shall fail to pay when due any principal, interest, fees or other amounts payable under any of the Loan Documents.


 


(b)          Any
financial statement or certificate furnished to Bank in connection with, or any representation or warranty made by Borrower or
any other party under this Agreement or any other Loan Document shall prove to be incorrect, false or misleading in any material
respect when furnished or made.


 


(c)          Any
default in the performance of or compliance with any obligation, agreement or other provision contained herein or in any other
Loan Document (other than those specifically described as an “Event of Default” in this section 6.1), and with respect
to any such default that by its nature can be cured, such default shall continue for a period of twenty (20) days from its occurrence.


 


(d)          Any
default in the payment or performance of any obligation, or any defined event of default, under the terms of any contract, instrument
or document (other than any of the Loan Documents) pursuant to which Borrower, any guarantor hereunder or any general partner
or joint venturer in Borrower if a partnership or joint venture (with each such guarantor, general partner and/or joint venturer
referred to herein as a “Third Party Obligor”) has incurred any debt or other liability to any person or entity, including
Bank.


 


(e)          Borrower
or any Third Party Obligor shall become insolvent, or shall suffer or consent to or apply for the appointment of a receiver, trustee,
custodian or liquidator of itself or any of its property, or shall generally fail to pay its debts as they become due, or shall
make a general assignment for the benefit of creditors; Borrower or any Third Party Obligor shall file a voluntary petition in
bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under
the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time (“Bankruptcy Code”),
or under any state or federal law granting relief to debtors, whether now or hereafter in effect; or Borrower or any Third Party
Obligor shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition;
or Borrower or any Third Party Obligor shall be adjudicated a bankrupt, or an order for relief shall be entered against Borrower
or any Third Party Obligor by any court of competent jurisdiction under the Bankruptcy Code or any other applicable state or federal
law relating to bankruptcy, reorganization or other relief for debtors.


 




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(f)          The
filing of a notice of judgment lien against Borrower or any Third Party Obligor; or the recording of any abstract of judgment
against Borrower or any Third Party Obligor in any county in which Borrower or such Third Party Obligor has an interest in real
property; or the service of a notice of levy and/or of a writ of attachment or execution, or other like process, against the assets
of Borrower or any Third Party Obligor; or the entry of a judgment against Borrower or any Third Party Obligor; or any involuntary
petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization
or other relief for debtors is filed or commenced against Borrower or any Third Party Obligor.


 


(g)          There
shall exist or occur any event or condition that Bank in good faith believes impairs, or is substantially likely to impair, the
prospect of payment or performance by Borrower, any Third Party Obligor, or the general partner of either if such entity is a
partnership, of its obligations under any of the Loan Documents.


 


(h)          The
death or incapacity of Borrower or any Third Party Obligor if an individual. The dissolution or liquidation of Borrower or any
Third Party Obligor if a corporation, partnership, joint venture or other type of entity; or Borrower or any such Third Party
Obligor, or any of its directors, stockholders or members, shall take action seeking to effect the dissolution or liquidation
of Borrower or such Third Party Obligor.


 


SECTION 6.2.          REMEDIES.
Upon the occurrence of any Event of Default: (a) all indebtedness of Borrower under each of the Loan Documents, any term
thereof to the contrary notwithstanding, shall at Bank’s option and without notice become immediately due and payable without
presentment, demand, protest or notice of dishonor, all of which are hereby expressly waived by Borrower; (b) the obligation,
if any, of Bank to extend any further credit under any of the Loan Documents shall immediately cease and terminate; and (c) Bank
shall have all rights, powers and remedies available under each of the Loan Documents, or accorded by law, including without limitation
the right to resort to any or all security for any credit subject hereto and to exercise any or all of the rights of a beneficiary
or secured party pursuant to applicable law. All rights, powers and remedies of Bank may be exercised at any time by Bank and
from time to time after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any
other rights, powers or remedies provided by law or equity.


 


ARTICLE VII


MISCELLANEOUS


 


SECTION 7.1.         NO
WAIVER. No delay, failure or discontinuance of Bank in exercising any right, power or remedy under any of the Loan Documents shall
affect or operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any such right, power
or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power
or remedy. Any waiver, permit, consent or approval of any kind by Bank of any breach of or default under any of the Loan Documents
must be in writing and shall be effective only to the extent set forth in such writing.


 


SECTION 7.2.          NOTICES.
All notices, requests and demands which any party is required or may desire to give to any other party under any provision of
this Agreement must be in writing delivered to each party at the following address:


 


		BORROWER:	   AMERICAN CARESOURCE HOLDINGS, INC.



5429 LBJ Freeway, Suite
850


Dallas, Texas 75240


 




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		BANK:	    WELLS FARGO BANK, NATIONAL ASSOCIATION



Attn:
Rebecca Gibson, Vice President


MAC: N8200-026


666 Walnut Street,
2nd Floor


Des Moines, Iowa 50309


 


or to such other address as any party
may designate by written notice to all other parties. Each such notice, request and demand shall be deemed given or made as follows:
(a) if sent by hand delivery, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or three (3)
days after deposit in the U.S. mail, first class and postage prepaid; and (c) if sent by telecopy, upon receipt.


 


SECTION 7.3.          COSTS,
EXPENSES AND ATTORNEYS’ FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances,
charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs
of Bank’s in-house counsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of
this Agreement and the other Loan Documents, Bank’s continued administration hereof and thereof, and the preparation of
any amendments and waivers hereto and thereto, (b) the enforcement of Bank’s rights and/or the collection of any amounts
which become due to Bank under any of the Loan Documents, and (c) the prosecution or defense of any action in any way related
to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or
appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any
bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any
other person) relating to Borrower or any other person or entity.


 


SECTION 7.4.          SUCCESSORS,
ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives,
successors and assigns of the parties; provided however, that Borrower may not assign or transfer its interests or rights hereunder
without Bank’s prior written consent. Bank reserves the right to sell, assign, transfer, negotiate or grant participations
in all or any part of, or any interest in, Bank’s rights and benefits under each of the Loan Documents. In connection therewith,
Bank may disclose all documents and information which Bank now has or may hereafter acquire relating to any credit subject hereto,
Borrower or its business, any guarantor hereunder or the business of such guarantor, if any, or any collateral required hereunder.


 


SECTION 7.5.          ENTIRE
AGREEMENT; AMENDMENT. This Agreement and the other Loan Documents constitute the entire agreement between Borrower and Bank with
respect to each credit subject hereto and supersede all prior negotiations, communications, discussions and correspondence concerning
the subject matter hereof. This Agreement may be amended or modified only in writing signed by each party hereto.


 


SECTION 7.6.          NO
THIRD PARTY BENEFICIARIES. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and
their respective permitted successors and assigns, and no other person or entity shall be a third party beneficiary of, or have
any direct or indirect cause of action or claim in connection with, this Agreement or any other of the Loan Documents to which
it is not a party.


 


SECTION 7.7.          TIME.
Time is of the essence of each and every provision of this Agreement and each other of the Loan Documents.


 


SECTION 7.8.          SEVERABILITY
OF PROVISIONS. If any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any
remaining provisions of this Agreement.


 




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SECTION
7.9.           COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken
together shall constitute one and the same Agreement.


 


SECTION 7.10.         GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.


 


SECTION 7.11.         ARBITRATION.


 


(a)          Arbitration.
The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between
or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or
otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation,
execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement,
default or termination; or (ii) requests for additional credit. In the event of a court ordered arbitration, the party requesting
arbitration shall be responsible for timely filing the demand for arbitration and paying the appropriate filing fee within 30
days of the abatement order or the time specified by the court. Failure to timely file the demand for arbitration as ordered by
the court will result in that party’s right to demand arbitration being automatically terminated.


 


(b)          Governing
Rules. Any arbitration proceeding will (i) proceed in a location in Iowa selected by the American Arbitration Association
(“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any
conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other
administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures,
unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which
case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes
(the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred
to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the
terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand
by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing
contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C.
§91 or any similar applicable state law.


 


(c)          No
Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party
to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds
of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief,
attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion
does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder,
including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.


 




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(d)          Arbitrator
Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be
decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00.
Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators;
provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will
be a neutral attorney licensed in the State of Iowa or a neutral retired judge of the state or federal judiciary of Iowa, in either
case with a minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated.
The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining
any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s
discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary
adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Iowa and may grant any remedy
or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to
make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions
and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules
of Civil Procedure, the Iowa Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of
a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit
the controversy or claim to arbitration if any other party contests such action for judicial relief.


 


(e)          Discovery.
In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited
to matters directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date.
Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the
arbitrator upon a showing that the request for discovery is essential for the party’s presentation and that no alternative
means for obtaining information is available.


 


(f)          Class
Proceedings and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in
any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative
or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.


 


(g)          Payment
Of Arbitration Costs And Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.


 


(h)          Miscellaneous.
To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration
proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding
may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary
course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties
potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter
of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan
Documents or any relationship between the parties.


 


(i)          Small
Claims Court. Notwithstanding anything herein to the contrary, each party retains the right to pursue in Small Claims Court
any dispute within that court’s jurisdiction. Further, this arbitration provision shall apply only to disputes in which
either party seeks to recover an amount of money (excluding attorneys’ fees and costs) that exceeds the jurisdictional limit
of the Small Claims Court.


 


SECTION 7.12.         ACKNOWLEDGMENT.
Borrower acknowledges receipt of a copy of this Agreement signed by the parties hereto.


 




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IMPORTANT: READ BEFORE SIGNING. THE
TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES
NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN
AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER.


 


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


 


	 	 	WELLS FARGO BANK,
	AMERICAN CARESOURCE HOLDINGS,
    INC.	 	 	NATIONAL ASSOCIATION
	 	 	 	 	 
	By:	/s/
    Matthew D. Thompson	 	By:	/s/
    Rebecca Gibson
	 	Matthew D. Thompson, Chief Financial
    Officer	 	 	Rebecca Gibson, Vice President


 


(SEAL)


 




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