FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 10.35

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (“Amendment”) is dated as of December 11, 2013, and is made by and among:

(a) IPC Management Consultants of New York, Inc., a New York corporation (“Buyer”);

(b) InPatient Hospitalist Healthcare Services of New York, P.C., a New York professional service corporation (“PC Buyer”) (each of Buyer and PC Buyer an “Acquiror” and, together, “Acquirors”);

(c) Geriatric Services, P.C., a New York professional service corporation (“Seller”); and

(d) the individuals listed on Exhibit A of the Asset Purchase Agreement, dated October 23, 2013 (the “APA”) (each such individual an “Owner” and, collectively, “Owners”; Owners and Seller are referred to herein collectively as “Selling Group”).

Acquirors and Selling Group entered into the APA, under the terms of which Acquirors will purchase upon the Closing Date certain of the assets of Selling Group, including the Owners’ Personal Goodwill, in return for cash and other consideration. Acquirors and Selling Group now wish to amend the APA as set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the APA unless the context otherwise requires.

NOW THEREFORE, in consideration of the promises and respective covenants and agreements contained herein, the parties hereby agree, effective the date hereof, as follows:

1. Section 1.9 (a) is hereby deleted in its entirety and replaced with the following:

“(a) Upon the terms and subject to the satisfaction of the conditions of this Agreement, and in reliance on the representations, warranties and agreements of Seller set forth herein, at the Closing, Seller shall assign, and each of the Acquirors shall assume and agree to perform and discharge only those liabilities set forth on Schedule 1.9, except that Buyer and PC Buyer, as applicable, shall assume: (i) the Liabilities arising subsequent to the Closing Date or the Assignment Date (as defined herein) as set forth in Schedule 1.9 and the Liabilities arising prior to the Closing Date to perform services after Closing pursuant to the Revenue Contracts (as defined in Schedule 1.1 and regardless of the Assignment Date) and any other contracts being assumed as set forth on Schedule 1.1, and all other Liabilities under the Revenue Contracts, but only to the extent each of the other Liabilities is incurred after the latter of the Closing or the date such contract was actually assigned to PC Buyer (the “Assignment Date”); and (ii), subject to the Purchase Price adjustment described in paragraph (b) below, Seller’s liability for unused sick days, personal days,

vacation days and any other paid time off (collectively the “Accrued PTO”) with respect to the Transferred Providers, Transferred Management Employees, and Administrative Personnel hired by Buyer or PC Buyer but only to the extent set forth in Schedule 1.9, which Schedule shall be completed prior to the Closing, and not paid by Seller on or prior to the Closing (together, the “Assumed Liabilities”).”

2. The APA shall be amended to add the following new Section 5.17, Assignment of Agreements.

“5.17 Assignment of Agreements. Notwithstanding Section 2.1(k) herein, within sixty (60) days after the Closing, the Selling Group shall cause those certain (i) Medical Director’s Agreement between Seller and Xxxxxx Manor Nursing Home, dated August 14, 2008; (ii) Medical Director’s Agreement between Seller and St. Joseph’s Hospital Nursing Home of Yonkers New York, Inc., dated January 1, 2007; and (iii) Medical Services Agreement between Seller and Archcare at Ferncliff Nursing Home, dated September 1, 2011; that were not assigned to PC Buyer at or prior to Closing to be either (a) terminated; (b) assigned to PC Buyer on terms reasonably acceptable to PC Buyer; or (c) terminated and a new agreement, on terms reasonably acceptable to PC Buyer, entered into by PC Buyer for the same services.”

3. The APA shall be amended to add the following new Section 5.18, Xx. Xxxxxxx Xxxx:

“5.18 Xx. Xxxxxxx Xxxx. Seller acknowledges and agrees that Xx. Xxxxxxx Xxxx (“Dr. John”) is not a Transferred Provider as of the Closing Date and shall not be employed by PC Buyer as of the Closing Date. Seller shall be responsible for all obligations and liabilities arising from or relating Dr. John’s employment prior to and following Closing, until the effective date of Dr. John’s employment agreement with PC Buyer, in the event that Dr. John and PC Buyer enter into an employment agreement.”

4. Section 6.2(a)(ii), commencing on line five of Section 6.2(a), is hereby deleted in its entirety and replaced with the following:

“(ii) the Excluded Liabilities, including any Liabilities relating to or arising from any Revenue Contracts that are incurred prior to the Closing Date or the Assignment Date;”

5. The “Disclosure Schedules” are hereby deleted in their entirety and replaced with the “Amended and Restated Disclosure Schedules” attached hereto.

6. This Amendment may be executed in any number of counterpart signature pages each of which shall be deemed to be an original and all of which together shall constitute one and the same original instrument. This Amendment and its counterparts may be executed and delivered by facsimile transmission with confirmation of received transmission or other electronic means that faithfully reproduces the original with same effect as if a manually signed original were personally delivered.

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7. This Amendment is hereby attached to and made part of the APA and subject to all provisions of the APA not in conflict with the provisions of this Amendment. In the event inconsistencies or ambiguities arise between this Amendment and the APA, this Amendment shall supersede and control. All other provisions not amended by this Amendment shall remain in full force and effect.

(Signature Pages Follow)

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

PC BUYER:		INPATIENT HOSPITALIST HEALTHCARE SERVICES OF NEW YORK, P.C.
Address for Notice:
0000 Xxxxxxxxxx Xxxx., Xxxxx 000 Xxxxx Xxxxxxxxx, XX 00000 Attention: Chief Executive Officer FAX: 000-000-0000		Xxxx Xxxxxx, M.D. President
with a copy to (which shall not constitute notice):
0000 Xxxxxxxxxx Xxxx., Xxxxx 000 Xxxxx Xxxxxxxxx, XX 00000 Attention: Vice President of Legal Affairs FAX: 000-000-0000

(PC Buyer’s Signature Page to First Amendment to Asset Purchase Agreement)

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

BUYER:		IPC MANAGEMENT CONSULTANTS OF NEW YORK, INC.
Address for Notice:
0000 Xxxxxxxxxx Xxxx., Xxxxx 000 Xxxxx Xxxxxxxxx, XX 00000 Attention: Chief Executive Officer FAX: 000-000-0000		Xxxx Xxxxxx, M.D. President
with a copy to (which shall not constitute notice):
0000 Xxxxxxxxxx Xxxx., Xxxxx 000 Xxxxx Xxxxxxxxx, XX 00000 Attention: Vice President of Legal Affairs FAX: 000-000-0000

(Buyer’s Signature Page to First Amendment to Asset Purchase Agreement)

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

SELLER:		GERIATRIC SERVICES, P.C.
Address for Notice:
0 Xxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
with a copy to		Xxxxxxx Xxxxxx, M.D.
(which shall not constitute notice):		President
Garfunkel Wild, P.C.
000 Xxxxx Xxxx Xxxx
Xxxxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxx, Esq.
FAX: 000-000-0000

(Seller’s Signature Page to First Amendment to Asset Purchase Agreement)

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

OWNERS:
Address for notice:
0 Xxxxxx Xxxxxx Xxxxx Xxxxxx, Xxx Xxxx 00000		Xxxxxxx Xxxxxx, M.D., as an individual
Address for notice:
0 Xxxxxx Xxxxxx Xxxxx Xxxxxx, Xxx Xxxx 00000		Xxxxxxxx Xxxxxxx, M.D., as an individual
Address for notice:
0 Xxxxxx Xxxxxx Xxxxx Xxxxxx, Xxx Xxxx 00000		Xxxx Xxxxx, M.D., as an individual
Address for notice:
0 Xxxxxx Xxxxxx Xxxxx Xxxxxx, Xxx Xxxx 00000		Xxxxxx Xxxxxxx, M.D., as an individual
with a copy for all (which shall not constitute notice) to:
Garfunkel Wild, P.C. 000 Xxxxx Xxxx Xxxx Xxxxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxx, Esq. FAX: 000-000-0000

(Owners’ Signature Page to First Amendment to Asset Purchase Agreement)

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AMENDED AND RESTATED DISCLOSURE SCHEDULES

Attached.

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