Contract
Exhibit 10.3 MEMBERSHIP TRANSFER RESTRICTION AGREEMENT This MEMBERSHIP TRANSFER RESTRICTION AGREEMENT is made as of August 31, 2014, by and among Integrated Wellness MD, LLC, a Maryland limited liability company ("Integrated"), Xxxx Management, LLC, a Delaware limited liability company ("Xxxx") and Xxxxxxx Xxxx, M.D. ("Physician"). WITNESS ETH: WHEREAS, Physician owns membership interests of Integrated; and WHEREAS, Xxxx, Integrated and Physician believe that it is in the best interest of Integrated to restrict the transferability of the membership interests in Integrated; and WHEREAS, Xxxx wishes to guarantee certain obligations of Integrated to Physician. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties covenant and agree as follows: 1. Restrictions on Membership Interests. Except as otherwise provided herein, Physician shall not sell, assign, transfer, gift, pledge, hypothecate, encumber or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, any membership interests of Integrated which Physician now owns or may hereafter acquire (the "Membership Interests"). ln addition, Physician shall not cause Integrated to authorize, approve or declare any dividend or other distribution with respect to the Membership Interests. 2. Automatic Transfer of Membership Interests in Certain Events. (a) By execution of this Agreement, and unless otherwise agreed upon in writing by the parties, Physician hereby agrees that all of the Membership Interests held by Physician ( or any heir, executor, administrator, personal representative, estate, testamentary beneficiary, donee, trustee in bankruptcy, successor or assignee of Physician) shall be transferred, or deemed transferred, to the Designated Transferee (defined below) without further action by Physician immediately upon the date of any of the following events (each a "Transfer Event"): (i) the date of death of Physician; (ii) the date Physician is determined by a court of competent jurisdiction to be incompetent, or permanently disabled; (iii) the date Physician's license to practice medicine in any state or other jurisdiction is suspended, revoked, terminated, relinquished or made subject to terms of probation or other restriction; 3314861 .2 23766/124472 08/05/2014 |
| (iii) Notwithstanding anything to the contrary herein, upon the occurrence of a Transfer Event, the Membership Interests will be immediately transferred, or deemed transferred, to the Designated Transferee effective upon the date of such Transfer Event irrespective of the date of payment for such Membership Interests. (c) Definition. For purposes of this Agreement, "Designated Transferee" shall mean the individual designated by Xxxx upon the occurrence of a Transf er Event, who shall be licensed to practice medicine in the State of Maryland. 3. Other Matters. 4. (a) Upon the occurrence of a Transfer Event, Physician shall be disqualified as a member of Integrated, and shall immediately resign, or be deemed to have resigned, as the Director, President, and employee of Integrated, and shall have no further authority to act on behalf of Integrated. (b) After occurrence of a Transfer Event, Physician, and any person who acquires the Membership Interests, other than the Designated Transferee, shall neither have nor exercise any right or privilege as a member of Integrated, including any ri ght to receive any unallocated or undistributed distribution. Payments and Guaranty. (a) The parties hereby acknowledge and agree that Physician shall be entitled to the following payments from Integrated in consideration for his services as a member, an officer, and a site director: (i) Integrated shall pay Physician the monthly amount of One Thousand Dollars ($1 ,000) for each site for which Physician provides administrative services (the "Monthly Payment"); (ii) Integrated shall continuously provide professional liability insurance for itself and for Physician, with minimum coverage limits of One Million Dollars ($1,000,000) per occurrence, and Three Million Dollars ($3,000,000) annual aggregate, including, if necessary, the purchase of tail insurance as set forth in subsection (iii) below; (iii) tail insurance, with the same coverage limits as set forth in subsection (ii) above, covering medical malpractice claims made following the termination of Physician's employment by Integrated for any reason; (iv) Integrated shall continuously provide directors and officers liability insurance which shall provide coverage for Physician, with minimum coverage of Three Million Dollars ($3,000,000) including, if necessary, the purchase of tail insurance with the same coverage limits (the insurance coverages set forth in subsections (ii), (iii) and (iv) above are referred to herein collectively as the "Insurance Coverage"); and 3 3314861 .2 23766/124472 08/05/2014 |
| address of such party set forth above, (ii) if by facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next day following the day such mailing is made (or in the case that such mailing is made on Saturday, on the immediately following Monday), or (iv) if sent by certified or registered mail, on the 3rd day following the time of such mailing thereof to such address (or in the case that such 3rd day is a Sunday, on the immediately following Monday). 6. Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their authorized successors or assigns. Neither the rights and obligations of Integrated nor the rights and obligations of Physician may be assigned without the consent of the remaining parties hereto. Any assignment of this agreement in violation of this provision shall be null and void. 7. Third Party Beneficiary. The parties hereto acknowledge that the Designated Transferee, if and when he or she becomes a Designated Transferee, shall have standing to enforce the provisions of this Agreement and shall be bound by the tem1s hereof. 8. Governing Law. This Agreement shall be governed in all respects by applicable federal laws and, to the extent not preempted, the laws of the State of Maryland. The parties agree that jurisdiction and venue shall be proper only in the Circuit Court of Baltimore City, and the United States District Court for the District of Maryland. 9. Complete Agreement. All understandings and agreements heretofore had between the parties hereto with respect to the transactions contemplated hereby are merged into this Agreement, with the exception of that certain Indemnification Agreement between Integrated, Xxxx and Physician, effective as of September I, 2014 (the "Indemnification Agreement"), and this Agreement, with the exception of the Indemnification Agreement, reflects al I the understandings of the parties with respect to such transactions. 9. Captions. The section titles or captions in this Agreement are for convenience of reference only. They shall not be considered to be a part of this Agreement, and they in no way define, limit, extend or describe the scope or intent of any provision hereof. 10. Modification. This Agreement cannot be modified, extended or amended except by written agreement signed by all of the parties hereto. 11. Confidentiality. The existence and the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party by any party to this Agreement without the prior written consent of all other parties to this Agreement, except as necessary to such party's directors, officers, attorneys and other advisors, or as required by law. [TEXT CONTINUED ON NEXT PAGE] 5 3314861 .2 23766/1244 72 08/05/2014 |
| AMENDMENT TO MEMBERSHIP TRANSFER RESTRICTION AGREEMENT This Amendment is made effective as of January 1, 2021, by and between Xxxx Health MD, LLC, previously known as Xxxx Management, LLC ("Manager"); Xxxx Health Medical Group, LLC, previously known as Integrated Wellness MD, LLC ("Practice"); and Xxxxxxx Xxxx, M.D. ("Physician), and amends that certain Membership Transfer Restriction Agreement between the parties dated August 31 , 2014, as previously amended (the "Agreement"), as follows: 1. General. Any terms defined in the Agreement shall, if used herein ( and not otherwise defined herein), have the meaning provided to them in the Agreement. In the event of any conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall prevail. 2. Payments and Guaranty. Section 4.l(a)(i) of the Agreement is hereby deleted. 3. Full Force and Effect. Except as modified hereby, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. Manager Xxxx Health MD, LLC, previously known as Xxxx Management, LLC Phys:~ DougO~k 9400389.1 23766/124472 4/10/22 Practice Xxxx Health Medical Group, LLC, previously known as Integrated Wellness MD, LLC £) _ By: ~.a..~~£)_ Name/Title: ~ C-, UJ,,.-l& tor../ |
