Clinigence Holdings, Inc. (Form: 8-K, Received: 03/02/2021 15:35:03)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) (February 25, 2021)

Clinigence Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-53862

11-3363609

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

501 1^st Avenue N, Suite 901

St. Petersburg, Florida

33701

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (678) 607-6393

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in Items 2.01 and 5.02 below relating to the various agreements described therein is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Merger with AHP Management Inc.

On February 25, 2021, Clinigence Holdings, Inc., a Delaware corporation (“Parent” or the “Company”), AHP, Inc., a California corporation (“AHP”), AHP Acquisition Corp., a Delaware corporation, a wholly owned subsidiary of Parent (“Merger Sub”), and Robert Chan (the “Shareholders’ Representative”) entered into an agreement and plan of merger (the “AHP Merger Agreement”). The transactions contemplated by the AHP Merger Agreement were consummated on February 26, 2021 (the “AHP Closing”).

The AHP Merger Agreement provided for the merger of Merger Sub with and into AHP, hereafter referred to as the “AHP Acquisition.” As a result of the Acquisition, Merger Sub ceased to exist, and AHP became the surviving corporation and a direct wholly owned subsidiary of Clinigence, and the former stockholders of AHP (the “AHP Stockholders”) have a direct equity ownership in Clinigence. Merger Sub was renamed AHP Management Inc. Merger Sub was originally incorporated in Delaware on January 26, 2021 and had no operating activity prior to the reported transaction.

AHP is a privately held company with controlling interest in its’ affiliate Associated Hispanic Physicians of Southern California IPA, a California Medical corporation, (“AHPIPA”). A key term of the AHP Merger Agreement is that at Closing, AHP Management Inc entered into a Management Services Agreement with AHPIPA (the “Management Services Agreements”) making AHPIPA a Variable Interest Entity (VIE) of Clinigence.

The foregoing description of the AHP Merger Agreement and Management Services Agreement is a summary only and is qualified in its entirety by reference to the AHP Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference and the Management Services Agreement a copy of which is attached hereto as Exhibit 2.2 and is incorporated herein by reference.

Merger with Accountable Healthcare America, Inc.

On February 25, 2021, Clinigence Holdings, Inc., a Delaware corporation (“Parent” or the “Company”), Accountable Healthcare America, Inc., a Delaware corporation (“AHA”), and AHA Acquisition Corp., a Delaware corporation, a wholly owned subsidiary of Parent (“Merger Sub entered into an agreement and plan of merger (the “AHA Merger Agreement”). The transactions contemplated by the AHA Merger Agreement were consummated on February 26, 2021 (the “AHA Closing”).

The AHA Merger Agreement provided for the merger of Merger Sub with and into AHA, hereafter referred to as the “AHA Acquisition.” As a result of the Acquisition, Merger Sub ceased to exist, and AHA became the surviving corporation and a direct wholly owned subsidiary of Clinigence, and the former stockholders of AHA (the “AHA Stockholders”) have a direct equity ownership in Clinigence. Merger Sub was renamed Accountable Healthcare America, Inc. Merger Sub was originally incorporated in Delaware on January 2, 2020 and had no operating activity prior to the reported transaction.

The foregoing description of the AHA Merger Agreement is a summary only and is qualified in its entirety by reference to the AHA Merger Agreement, a copy of which is attached hereto as Exhibit 2.3 and is incorporated herein by reference.

Issuance and Exchange of Company Shares for Clinigence Shares

At the AHP Closing and the AHA Closing, hereafter collectively referred to as the “Closing”, all of the outstanding shares of AHP common stock (the “AHP Shares”) were converted solely into the right to receive a number of shares of Clinigence common stock (the “Company Shares”) such that the holders of outstanding equity of AHP immediately prior to the Closing own 45%, on a fully-diluted basis, of the outstanding equity of Clinigence immediately following the Closing, and all of the outstanding shares of AHA common stock (the “AHA Shares”) were converted solely into the right to receive a number of the Company Shares such that the holders of outstanding equity of AHA immediately prior to the Closing own 35%, on a fully-diluted basis, of the outstanding equity of Clinigence immediately following the Closing, and holders of outstanding equity of Clinigence immediately prior to the Closing own 20%, on a fully-diluted basis, of the outstanding equity of Clinigence

In connection with the AHP Acquisition and the AHA Acquisition hereafter collectively referred to as the “Acquisition” Closing, the board of directors of the Company consists of ten members, including Elisa Luqman, Dr. Warren Hosseinion (Chairman), Jacob Margolin, Martin Breslin, Mitchell Creem, John Waters and David Meiri, who are currently directors of Clinigence, Fred Sternberg who is currently a director of AHA, Dr., Robert Chan who is currently a director of AHP and Randall Stern. In connection with the Acquisition, the officers of the Company are Dr. Warren Hosseinion, as Chief Executive Officer, Michael Bowen, as Chief Financial Officer, Elisa Luqman, as Executive Vice President of Finance, Secretary and General Counsel, Andrew Barnett as Executive Vice President of Business Development and Lawrence Schimmel as Chief Medical Information Officer.

The information contained in Item 5.02 below relating to the identification of our directors and executive officers, including biographical information for each of them, described therein is incorporated herein by reference.

Aggregate Beneficial Ownership of Company Shares After the Acquisition

Pursuant to the AHP Merger Agreement, at the Closing, the former AHP Stockholders were entitled to receive 19,000,000 Company Shares, inclusive of outstanding AHP options and warrants assumed by the Company, which constitutes 45% of the outstanding Company Shares on a fully diluted basis inclusive of outstanding options and warrants. For each share of AHP Shares, each former AHP Stockholder was entitled to receive 19,000,000 shares of Company Shares. Pursuant to the AHA Merger Agreement, at the Closing, the former AHA Stockholders were entitled to receive 14,800,000 Company Shares, inclusive of certain outstanding AHA options and warrants assumed by the Company, which constitutes 35% of the outstanding Company Shares on a fully diluted basis inclusive of outstanding options and warrants. For each share of AHA Shares, each former AHA Stockholder was entitled to receive 44.71shares of Company Shares. 8,449,318 Company Shares were issued and outstanding on a fully diluted basis immediately prior to Closing, and the former AHP Stockholders were issued 19,000,000 Company Shares at Closing, and the former AHA Stockholders were issued 14,009,382 Company Shares at Closing and the Company assumed outstanding AHA warrants and options exercisable for an additional 790,618 Company Shares. Immediately following the Closing, and the subsequent issuance of the Company Shares, there were 43,199,317 Company Shares issued and outstanding on a fully diluted basis, inclusive of certain options and warrants. Additionally, the Company assumed certain debt in the form of convertible promissory notes with associated warrants (the “Assumed Debt”). If fully exercised, the Assumed Debt would convert to a total of 4,943,6610 common shares, and the full exercise of the associated warrants would convert to 4,700,646 common shares.

The foregoing description is a summary of the material terms of the Acquisition and is not intended to modify or supplement any factual disclosures about the Company or Clinigence in any public reports filed by us with the Securities and Exchange Commission (the “SEC”). The representations, warranties, and covenants contained in the AHP Merger Agreement and AHA Merger Agreement were made only for purposes of the AHP Merger Agreement and AHA Merger Agreement as of the specified dates set forth therein, were solely for the benefit of the parties to the AHP Merger Agreement and AHA Merger Agreement and are subject to limitations agreed upon by the parties to the AHP Merger Agreement and AHA Merger Agreement, including being qualified by disclosure schedules. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the AHP Merger Agreement and AHA Merger Agreement. Moreover, certain representations and warranties in the AHP Merger Agreement and AHA Merger Agreement have been made for the purposes of allocating risk between the parties to the AHP Merger Agreement and AHA Merger Agreement instead of establishing matters of fact. Accordingly, the representations and warranties in the AHP Merger Agreement and AHA Merger Agreement may not constitute the actual state of facts about the Company or AHP or AHA. The representations and warranties set forth in the AHP Merger Agreement and AHA Merger Agreement may also be subject to a contractual standard of materiality different from the actual state of facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the AHP Merger Agreement and AHA Merger Agreement, which subsequent information may or may not be fully reflected in our public filings with the SEC.

Item 3.02 Unregistered Sales of Equity Securities.

The Company Shares issued in connection with the Acquisition to the former AHP Stockholders and former AHA Stockholders were issued with a restrictive legend that shares had not been registered under the Securities Act of 1933 (the “Securities Act”). For more information, see Item 2.01 – Completion of Acquisition or Disposition of Assets.

The issuance of the Company Shares in conjunction with the Acquisition was exempt from registration pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D (“Regulation D”) promulgated under the Securities Act. The Company made this determination based on the representations of the investors which included, in pertinent part, that each such investor was an “accredited investor” within the meaning of Rule 501 of Regulation D and upon such further representations from each investor that (i) such investor is acquiring the securities for its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act of 1933, (ii) such investor agrees not to sell or otherwise transfer the purchased securities or shares underlying such securities unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) such investor has knowledge and experience in financial and business matters such that such investor is capable of evaluating the merits and risks of an investment in us, (iv) such investor had access to all of the Company’s documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the Offering and to obtain any additional information which the Company possessed or was able to acquire without unreasonable effort and expense, and (v) such investor has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant

The information regarding the Acquisition set forth in Item 2.01 – Completion of Acquisition or Disposition of Assets and the information set forth in Item 5.02 are incorporated herein by reference.

At the Closing, the former AHP Stockholders were entitled to receive 19,000,000 Company Shares, inclusive of outstanding AHP options and warrants assumed by the Company, which constitutes 45% of the outstanding Company Shares on a fully diluted basis inclusive of outstanding options and warrants, in exchange for all of their ownership of AHP. Prior to the Acquisition, the former AHP Stockholders did not own any Company Shares.

At the Closing, the former AHA Stockholders were entitled to receive 14,800,000 Company Shares, inclusive of outstanding AHA options and warrants assumed by the Company, which constitutes 35% of the outstanding Company Shares on a fully diluted basis inclusive of outstanding options and warrants, in exchange for all of their ownership of AHA. Prior to the Acquisition, the former AHA Stockholders did not own any Company Shares.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors and Executive Officers

In connection with the Closing, the Company’s board of directors and appointed the individuals listed below to serve as directors and as executive officers of the Company. The following table sets forth information concerning our directors and executive officers, including their ages, as of February 24, 2021, immediately following the Closing.

Name	Age	Position
Executive Officers and Directors
Dr. Warren Hosseinion	48	Chief Executive Officer and Chairman of the Board
Fred Sternberg	75	President, Director
Michael Bowen	71	Chief Financial Officer
Dr. Lawrence Schimmel	71	Chief Medical Information Officer
Elisa Luqman	56	General Counsel, Executive Vice President of Finance, Secretary and Director
Andrew Barnett	50	Executive Vice President of Corporate Development
Non-Management Directors
Martin Breslin	48	Director
Dr. Robert Chan	52	Director
Mitchell Creem	60	Director
Jacob Margolin	52	Director
David Meiri	52	Director
Randall Stern	67	Director
John Waters	74	Director

Executive Officers

Warren Hosseinion, M.D., Chief Executive Officer and Chairman of the Board and Director. Dr. Hosseinion has also served as Chairman of the Board for Clinigence Holdings, Inc. since April 2019. Dr. Hosseinion is a Co-Founder of Apollo Medical Holdings, Inc. (Nasdaq: AMEH) and served as a member of the Board of Directors of Apollo Medical Holdings, Inc. since July 2008, the Chief Executive Officer of Apollo Medical Holdings, Inc. from July 2008 to December 2017, and the Co-Chief Executive Officer of Apollo Medical Holdings, Inc. from December 2017 to March 2019. In 2001, Dr. Hosseinion co-founded ApolloMed Hospitalists. Dr. Hosseinion received his B.S. in Biology from the University of San Francisco, his M.S. in Physiology and Biophysics from the Georgetown University Graduate School of Arts and Sciences, his Medical Degree from the Georgetown University School of Medicine, and completed his residency in internal medicine from the Los Angeles County-University of Southern California Medical Center. Dr. Hosseinion’s qualifications to serve on our Board of Directors include his position as our Chief Executive Officer of the Company. In addition, Dr. Hosseinion as a physician along with his background at Apollo Medical Holdings, Inc. brings to our Board of Directors and our Company a depth of understanding of physician culture and the healthcare market, as well as a strong knowledge of the public markets.

Fred Sternberg, President and Director. Mr. Sternberg has served as the CEO of Accountable Healthcare America, Inc. since 2014. Mr. Sternberg has been instrumental in negotiating for and acquiring ACMG, the first ACO to be acquired by AHA. In 1996, Mr. Sternberg as a founder, was instrumental in forming Metropolitan Health Networks, Inc. (MDF: AMEX). In February 2000, He became Chairman of the Board of Directors, President and CEO, where he served through March 2003. Metropolitan was a Medical Services Organization that provides and coordinates medical care for approximately 87,500 Medicare Advantage, Medicaid, and other beneficiaries, primarily in Florida utilizing a primary care-centric business model. Metropolitan’s integrated care delivery systems include approximately 35 state-of-the-art primary care medical centers and a robust network of affiliated physicians serving mainly Humana members. Metropolitan Health Networks was sold to Humana for $850m. MetCare Health Plans which was also sold to Humana for $14m. Metcare Health Plans provided Medicare Advantage plan, called AdvantageCare, to about 7,000 beneficiaries in 13 Florida counties. Previously, as President of Sternco, Inc., Mr. Sternberg was providing consulting services to various healthcare companies in the managed care and related industries. In 1968, Mr. Sternberg acquired the J. Bird Moyer Co., Inc. and took it public. Later the name was changed to Moyco Technologies, Inc., a publicly traded dental products manufacturing company. Mr. Sternberg has also provided consulting services to Assisted Care living facilities and skilled nursing homes.

Michael Bowen, Chief Financial Officer. Mr. Bowen has served as the CFO of Accountable Healthcare America, Inc. since 2014. Michael Bowen, has over 50 years of broad experience in the world of finance including public transactions such as Initial Public Offerings, mergers and acquisitions, private equity transactions and extensive experience of international securities markets. For the past 10 years, Mr. Bowen has been Chief Financial Officer for a predecessor company of AHA and for AHA. He began his career at Goldman, Sachs & Co.in 1965 where he became a Vice President of the Corporate Finance Department and latterly helped establish the Tokyo office for Goldman Sachs. In 1976, he joined Salomon Brothers with the task of helping establish their first Asian office located in Honk Kong. He then moved to London to rebuild the International Capital Markets business for Chase Manhattan Ltd, the merchant banking arm of Chase Manhattan Bank where he was responsible for all of the international securities business of the bank/merchant bank. Mr. Bowen ended his international career as a Main Board Director for Kleinwort Benson, a British merchant bank where he was responsible for corporate finance business within the USA. Mr. Bowen returned to the US and, after a period of semi-retirement, in 2004 became CFO of TruBamboo, Inc. an innovative company selling bamboo houseware products to large US retailers. In 2008 he joined Diversified Health & Fitness as CFO and in 2014 became CFO of AHA. Mr. Bowen has an MBA from the Darden School of the University of Virginia and a BA also from UVA

Lawrence Schimmel, M.D., Chief Medical Information Officer. Dr. Schimmel is a director and the Chief Medical Officer of the Company. In 2013 he co-founded and served as Chief Medical Officer of QualMetrix, Inc. (“QualMetrix”), a healthcare analytics company headquartered in South Florida, until QualMetrix merger with Clinigence, LLC. Dr. Schimmel is also the founding Chairman of Professional Bank headquartered in South Florida from 2018 to present. Previously, Dr. Schimmel was the managing partner of Allied Health Advisors, LLC a boutique healthcare consulting company in Miami. Dr. Schimmel is a serial medical-related business entrepreneur having been Co-founder and CEO of Allied Health Group, a national medical management company, and Florida Specialty Network. Allied Health Group and Florida Specialty Network managed approximately $500 million in provider payments on behalf of managed care organizations for approximately 3 million lives during his time as CEO. Allied Health Group was a licensed TPA in Florida and Texas and acted as a third-party intermediary in other areas of the country. Previously, Dr. Schimmel was the Founding Chairman and served on the Board of Directors of Megabank and subsequently served on the Board of Directors of Executive National Bank in South Florida. Dr. Schimmel practiced General and Vascular Surgery in the Miami community for 18 years. In addition to his lengthy medical career as a general and vascular surgeon, he held a management role with the South Florida Surgical Group, and has consulted for physicians, hospitals, healthcare delivery systems, and Fortune 500 companies. He received his B.A. from Rutgers College, received his Doctor of Medicine degree from the New Jersey College of Medicine and conducted his post graduate training at the University of Miami.

Elisa Luqman, Executive Vice President of Finance, General Counsel and Director. Ms. Luqman served as the Chief Financial Officer and General Counsel of Clinigence Holdings, Inc. (“CLNH”) since October 29, 2019 where Ms. Luqman was responsible for maintaining the corporation’s accounting records and statements all CLNH’s SEC filings and compliance requirements. Ms. Luqman also serves as a Director and Secretary of the Board for Clinigence Holdings, Inc. Ms. Luqman was the co-founder of bigVault Storage Technologies a cloud- based file hosting company acquired by Digi-Data Corporation in February 2006. From March 1, 2006 through February 28, 2009, Ms. Luqman was employed as Chief Operating Officer of the Vault Services Division of Digi-Data Corporation, and subsequently during her tenure with Digi-Data Corporation she became General Counsel for the entire corporation. In that capacity she was responsible for acquisitions, mergers, patents, customer, supplier, and employee contracts, and worked very closely with Digi-Data’s outside counsel firms. On March 1, 2009, Ms. Luqman rejoined iGambit Inc. (“IGMB”) as Chief Financial Officer and General Counsel. Ms. Luqman has overseen and been responsible for IGMB’s SEC filings, FINRA filings and public company compliance requirements from its initial Form10 filing with the SEC in 2010 through its’ Reverse Merger with Clinigence Holdings, Inc. on October 29, 2019. Ms. Luqman received a BA degree, a JD in Law, and an MBA Degree in Finance from Hofstra University. Ms. Luqman is a member of the bar in New York and New Jersey.

Andrew Barnett, Executive Vice President of Corporate Development. Mr. Barnett has served as Executive Vice President of Corporate Development for Accountable Healthcare America, Inc. since its inception in 2014. Throughout his career, Mr. Barnett has been engaged in various aspects of the health care industries. Mr. Barnett served as Vice President of Corporate Development of Dental Partners, Inc., a dental practice management company. At Dental Partners, he was responsible for establishing a $15 million bank line of credit, closing on $30 million of acquisitions, and selling the company. At Trident, a PPM, Mr. Barnett assisted in raising over $20 million through a private placement and assisted in $60 million of acquisitions. Prior to Trident, Mr. Barnett served as Executive Vice President and Director of Metropolitan Health Networks, Inc. (MDF: AMEX) where he was involved in raising capital, acquisitions, and the Company’s initial public offering. Mr. Barnett received a B.S. degree from Pennsylvania State University.

Non-Management Directors

Martin Breslin, Director. From 2016 to 2019 Martin Breslin was the Chief Executive Officer of QualMetrix and is responsible for charting QualMetrix's strategic direction to drive customer value for payer and provider organizations. In 2013 Mr. Breslin joined QualMetrix as an investor and co-founder, later assuming the roles of chairman and Chief Executive Officer. He has extensive experience with technology companies that serve healthcare as well as other industries. Prior to QualMetrix, Mr. Breslin founded VSS Monitoring. VSS, which focused on the network packet broker market, quickly established itself as an industry leader and, in 2011, was recognized as the Silicon Valley's ninth-fastest-growing privately held company. Breslin later sold VSS to Danaher Corp. where he remained for two years serving as president of the VSS unit and as chief technology officer for Danaher's $1 billion in revenue communications division. Since, Mr. Breslin has played both executive and advisory roles at a number of technology start-ups, including a Switzerland-based healthcare technology firm. His experience there led to an interest in the application of advanced analytics in healthcare. Mr. Breslin holds a Master of Business Administration from Golden Gate University of San Francisco. He received a Bachelor's degree in Engineering from the University of Ulster in Northern Ireland as well as a Bachelor's degree in Computer Science from National University of Ireland, Maynooth.

Robert Chan, M.D., Dr. Chan has served as Chief Executive Officer and Chairman of the Board of AHP IPA since 2015. Dr. Chan is affiliated with several HMOs and IPAs. As a hospitalist physician, Dr. Chan is on the staff of multiple local hospitals. Dr. Chan received his B.S. in Biology from the University of California, Irvine, his Medical Degree from the University of California, Irvine College of Medicine, and completed his residency in internal medicine from the University of California, Los Angeles. Dr. Chan’s qualifications to serve on our Board of Directors include his position as Chief Executive Officer of AHP IPA. In addition, Dr. Chan as a physician along with his background at various healthcare organizations, brings to our Board of Directors and our Company a depth of understanding of physician culture and the healthcare markets.

Mitchell Creem, Director. Mr. Creem has spent over 30 years as a “C-level” executive of healthcare organizations, and he brings strong business evaluation and operational experience to the Company. Since July 2017 to Present Mr. Creem has served as President of The Bridgewater Healthcare Group, which provides hospital and health network management services and performance consulting. From October 2015 to July 2017 Mr. Creem served as the CEO and CAO of Verity Health System, a six-hospital system in California. Prior to this, he served as the CFO and Board Member of Apollo Medical Holdings, Inc. (Nasdaq: AMEH) (“ApolloMed”) from October 2012 to October 2015. Prior to ApolloMed, he served as the CEO of the Keck Hospital of USC and USC Norris Cancer Center. Prior to his tenure at USC, he served as the CFO and Associate Vice Chancellor of UCLA Health Sciences, including UCLA Medical Center, the Geffen School of Medicine at UCLA, and UCLA Faculty Practice. Prior to UCLA, he served as CFO of Beth Israel Deaconess Medical Center, a Harvard University teaching hospital, and CFO of Tufts University Medical Center. Prior to this, he worked for several years in a senior management position at the healthcare practice group of PricewaterhouseCoopers, where he was responsible for numerous consulting engagements, financial statement audits and financial feasibility studies. He has been a guest lecturer at USC, UCLA and Harvard. Mr. Creem holds a B.S. in Accounting and Business Administration from Boston University and a Masters’ degree in Health Administration from Duke University. Mr. Creem’s qualifications to serve on our Board of Directors include over 30 years of corporate experience working as a senior executive in the healthcare industry and prior service on private and public company boards.

Jacob “Kobi” Margolin, Director. Mr. Margolin is the Chief Executive Officer and a director of the Company. Mr. Margolin is a successful serial entrepreneur with over 25 years’ experience in HIT, and is the Co-Founder of Clinigence, LLC. In the mid-1990’s, Mr. Margolin co-founded a pioneering Medical Imaging technology company and led its marketing, global business development and North American operations through a $50 million acquisition by Carestream Health (2004). In 2005, he joined Accelerad – a Georgia Tech Advanced Technology Development Center (ATDC) incubator company acquired in 2014 by Nuance Communications (NASDAQ: NUAN). In 2008, he started a consulting firm helping Israeli medical technologies enter the US market. In 2010, Mr. Margolin founded Clinigence, LLC with the vision that big data and business intelligence technologies would become crucial to the healthcare industry. Mr. Margolin holds an MS degree in medical physics (magna cum laude) and BS degrees in Mathematics and Physics (magna cum laude) from Tel-Aviv University in Israel. He is a board member of the American-Israeli Chamber of Commerce and a member of the Technology Association of Georgia (TAG) and HIMSS

David Meiri, Director. Mr. Meiri was a member of the Board of Managers of Clinigence, LLC. Since 2014 Mr. Meiri has served as a Director of Software Engineering in the Xtremio Division of Dell EMC, has been leading a project for Native Replication of contents-based data storage, David has received multiple awards for innovation at Dell EMC, including the 2018 and 2019 prolific inventor awards, and holds close to a hundred patents.. He has led several such projects for third parties resulting in the successful commercialization of products. Mr. Meiri has expertise in high-performance multi-threaded systems, storage arrays and data replication. Since 1997 he has developed, innovated, and led teams building products in diverse technologies such as synchronous and asynchronous remote replication, business continuity, high availability, clones & snapshots, active/active replication, and performance optimization. Mr. Meiri has researched virtualization technologies and integration of hypervisors with storage products. This led him to work on federation, cluster algorithms and cloud infrastructure. Other areas Mr. Meiri is interested in are caching, data reduction, encryption, data deduplication and compression. He holds 78 US issued patents with an additional 30 pending. Mr. Meiri holds a Ph.D. in Mathematics (Ergodic Theory), from the Hebrew University in Jerusalem, Israel.

Randall Stern, Director, Mr. Stern has served as the Managing Member of RoundTable Financial Group, LLC, an alternative investment merchant bank since 2011. Additionally, since 2016 Mr. Stern was the Founder and Managing Member of Boone Opportunity Lenders, LLC (“Boone”), an Independent Sponsor and former Investment Manager of several private credit funds that originated and managed senior and junior cash-flow loans to, and equity investments in lower middle-market growth companies with EBITDA between $2-$10 million, for acquisitions, recapitalizations and growth. From 1995 to 2006 Mr. Stern seved as the Managing Director in the Corporate Finance Department of Burnham Securities Inc., a New York-based investment banking firm. From 2019 to the present Mr. Stern has served as Chairman of the Board of Kleen-Tech Services, LLC., a custodial service company based in in Denver, Colorado. With more than 1,300 employees, Kleen-Tech is a national provider of cleaning services to commercial and government customers occupying more than 30 million square feet of facilities located throughout the United States. . In 2019, the Company was bought by an investment group led by Mr. Stern and is seeking acquisitions in addition to organic growth. Mr. Stern received his B.A. from Middlebury College (1975, cum laude), where his major was Psychology and minor was Religion. He received an M.B.A. from New York University (1978) where his major was Finance.

John Waters, Director. Mr. Waters is a former Senior Partner at Arthur Andersen (1967-2001) with exceptional leadership skills in mergers and acquisitions (particularly reverse mergers) and 1933 Act fillings with the SEC. In the last fifteen years with the firm Mr. Waters built three very successful businesses within Andersen in the areas of merger and acquisition, manufacturing and entertainment. In 2001, Mr. Waters started his own merger and acquisition advisory consulting business and has consummated the acquisition of three manufacturing companies with combined annual sales of $50 million. In 2003, he participated in a group that acquired A-1 Components Corp., a wholly owned subsidiary of United Technologies Corp. Mr. Waters led due diligence efforts and created a tax structure beneficial to both the buyer and seller. In September 2004 participated with a group of investors that acquired Metpar Corp., a $19 million manufacturer of metal sanitary and plastic plumbing fixtures. In October 2007, he participated with a group of investors that acquired World Dryer Corporation, a $20 million manufacturer of hand dryer products. He prepared pro-forma financial statements for the lenders and assisted in obtaining financing for these transactions. In July of 2004 he was appointed Chief Administrative Officer of Authentidate Holding Corp. and led a massive restructuring of the business and hired an entirely new executive management team. In January of 2006 he was appointed Chief Financial Officer of Avantair Inc., which was taken public through a merger with a Special Purpose Acquisition Company (SPAC) and raised $60 million in capital for this company. From 2016 to present Mr. Waters has served as an Advisor to the Board of Directors of the Company. Previously he was a member of the Board of Directors of the Company and served as a member of the Audit Committee. For the past five years he has also worked as a consultant to various companies and serves on the board of two privately held companies. Mr. Waters is a Certified Public Accountant, Member of AICPA and New York State Society of CPA's and has a BBA degree from Iona College.

Family Relationships

Mr. Barnett is Mr. Sternberg’s son. There are no other family relationships amongst any of the Company’s executive officers and directors.

Involvement in Certain Legal Proceedings

None of the Company’s directors, executive officers, significant employees, promoters or control persons have been involved in any legal proceeding in the past 10 years that would require disclosure under Item 401(f) of Regulation S-K promulgated under the Securities Act.

Director Independence

We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. However, our board of directors has undertaken a review of the independence of the directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors has determined that Messrs. Hosseinion, Breslin, Creem, Meiri, Fawcett and Waters are “independent directors” as defined under the rules of the NASDAQ.

Compensatory Arrangements of Certain Officers and Directors

Clinigence had entered into three (3) year employment agreements with Elisa Luqman and Dr. Lawrence Schimmel. Pursuant to the employment agreements with Ms. Luqman and Dr. Schimmel, each is entitled to receive a base annual salary of $150,000 and 180,000, respectively, during the term, which continue to be obligations of the Company at Closing. Dr. Hosseinion entered into a five (5) year employment agreement with the Company which became effective at Closing and pursuant to which Dr. Hosseinion is entitled to receive a base salary of $250,000 during the term. AHP had entered into a two (2) year employment agreement with Michael Bowen and a five (5) year employment agreements with Fred Sternberg and Andrew Barnett. Pursuant to the employment agreements with Mr. Sternberg, Mr. Bowen, and Mr. Barnett, each is entitled to receive a base annual salary of $250,000, $150,000 and $250,000, respectively, during the term, which became obligations of the Company at Closing.

Pursuant to the employment agreements with the named officers, upon termination, each such individual would be entitled to receive payment of all salary and benefits accrued up to the termination date of his or her employment in all employment termination events. Thereafter, Ms. Luqman would be entitled to receive twelve (12) months of base salary as a severance payment, Dr. Schimmel would be entitled to receive twenty-four (24) months of base salary as a severance payment, Dr. Hosseinion would be entitled to receive twenty four (24) months of base salary as a severance payment, Mr. Sternberg would be entitled to receive twenty four (24) months of base salary as a severance payment Mr. Bowen would be entitled to receive twelve (12) months of base salary as a severance payment, and Mr. Barnett would each be entitled to the balance of the remaining months under his employment agreement of base salary as a severance payment, upon termination of his or her employment by the Company without cause or by such individual for good reason.

The Company’s board of directors may, in its discretion, award bonuses to its executive officers on a case-by-case basis.

Each of the Company’s named executive officers is eligible to participate in the Company’s employee benefit plans and programs, including medical, dental and vision benefits, vacation and PTO, and the Company’s 2019 Omnibus Incentive Plan, to the same extent as its other full-time employees, subject to the terms and eligibility requirements of those plans.

The following table presents the outstanding equity awards granted to the Company’s named executive officers and directors as of the Closing:

	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise price		Option Expiration date
Dr. Warren Hosseinion		100,000		0		$1.50	1/27/2030
Dr. Warren Hosseinion		100,000		0		$1.50	5/11/2027
Dr. Warren Hosseinion		600,000		0		$1.61	1/28/2031
Michael Bowen
Elisa Luqman		67,106		0		$1.50	1/27/2030
Elisa Luqman		50,000		0		$1.50	5/11/2027
Elisa Luqman		400,000		0		$1.61	1/28/2031
Dr. Lawrence Schimmel		6,288		0		$1.50	1/27/2030
Dr. Lawrence Schimmel		30,000		0		$1.50	5/11/2027
Andrew Barnett		0		0
Martin Breslin		130,120		0		(1)	(1)
Dr. Robert Chan		0		0
Mitch Creem		130,120		0		(1)	(1)
Jacob Margolin		0		0
David Meiri		130,120		0		(1)	(1)
Fred Sternberg
Andrew Barnett
Randall Stern		0		0
John Waters		147,800		0		(2)	(2)

(1) 45,000 at exercise price of $1.50 with expiration date 1/27/2027, 30,000 at exercise price $1.50 with expiration date 1/27/2027 and 45,000 at exercise price $1.61 with expiration date 1/28/2028.

(2) 7,800 at exercise price $1.50 an expiration date 1/27/2030, 45,000 at exercise price of $1.50 with expiration date 1/27/2027, 50,000 at exercise price $1.50 with expiration date 1/27/2027 and 45,000 at exercise price $1.61 with expiration date 1/28/2028.

Item 7.01 Regulation FD Disclosure.

On March 2, 2021, the Company issued a press release announcing the Closing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filings of the Company.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The Company intends to amend this Current Report on Form 8-K to file the required financial statements within the time prescribed by this item.

(b) Pro Forma Financial Information

The Company intends to amend this Current Report on Form 8-K to file the required pro forma financial information within the time prescribed by this item.

(c) Shell Company Transactions.

Not Applicable.

(d) Exhibits

Reference is made to the Exhibit Index following the signature page of this Current Report on Form 8-K, which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Clinigence Holdings, Inc.

Date: March 2, 2021		By: /s/ Michael Bowen
		Michael Bowen
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of February 25, 2021 by and among the Registrant, AHP, Merger Sub, and the Signing Stockholder.
2.2		Master Services Agreement dated as of February 25, 2021 by and between AHA Management, Inc. and AHPIPA.
2.3		Agreement and Plan of Merger, dated as of February 25, 2021 by and among the Registrant, AHA, and Merger Sub.
99.1		Clinigence Press Release dated March 2, 2021 announcing the Closing.

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

AHP MANAGEMENT, INC. A CALIFORNIA CORPORATION (‘AHP”),

ROBERT CHAN, AS REPRESENTATIVE OF THE SHAREHOLDERS OF AHP (“SHAREHOLDERS’ REPRESENTATIVE”),

CLINIGENCE HOLDINGS, INC. (“PARENT”)

AND

AHP ACQUISITION CORP. (“MERGER SUB”)

DATED AS OF FEBRUARY 25 , 2021

ARTICLE 1. Defined Terms			2
1.1 Defined Terms			2
ARTICLE 2. The Merger			2
2.1 The Merger			2
2.2 Closing			2
2.3 Effective Time			2
2.4 Effects of the Merger			2
2.5 Certificate of Incorporation; Bylaws			2
2.6 Directors and Officers			3
ARTICLE 3. Effect of the Merger on Capital Stock; Exchange of Certificates			3
3.1 Effect of the Merger on Capital Stock			3
3.3 Treatment of Warrants and Other Stock-Based Compensation			5
3.3 Appraisal Rights			6
ARTICLE 4. Pre-Closing Covenants			6
4.1 Parent’s Conduct of the Business			6
4.2 AHP’s Conduct of the Business			8
4.3 Access to Information			10
4.4 Commercially Reasonable Efforts			11
4.5 Acquisition Transaction			11
4.6 Notices of Certain Events; Continuing Disclosure			12
4.7 Confidentiality, Press Releases and Public Announcements			12
4.8 [Reserved]			13
4.9 Consents			13
4.10 AHP Stockholder Approval			13
ARTICLE 5. Closing Deliveries			14
5.1 Closing Deliveries by Parent			14
5.2 Closing Deliveries by AHP			16
ARTICLE 6. Representations and Warranties of Parent and Merger Sub			16
6.1 Organization and Qualification			17
6.2 Authority; Capacity			17
6.3 Capitalization; Ownership of Parent; Debt.			17
6.4 Section 6.4 of the Parent Disclosure Schedule.			18

6.5 Subsidiaries			18
6.6 Financial Statements			19
6.7 Absence of Undisclosed Liabilities			19
6.8 Absence of Changes			19
6.9 Material Contracts			20
6.10 Title; Sufficiency; Condition of Assets			21
6.11 Leased Real Property			22
6.12 Intellectual Property			23
6.13 Service Providers			25
6.14 Parent Benefit Plans			27
6.15 Compliance with Laws; Governmental Approvals			28
6.16 Litigation			29
6.17 Taxes			29
6.18 Brokers			31
6.19 Transactions with Affiliates			31
6.20 Insurance Policies			31
6.21 Bank Accounts			31
6.22 Powers of Attorney			32
6.23 Certain Securities Law Matters.			32
6.24 Copies Complete			32
6.25 Full Disclosure.			32
ARTICLE 7. Representations and Warranties of AHP AND Shareholder Representative NTD:			32
7.1 Organization and Qualification			33
7.2 Authority; Capacity			33
7.3 Capitalization; Ownership of AHP; Debt.			33
7.4 No Conflicts; Required Consents			34
7.5 No Subsidiaries			34
7.6 Financial Statements			34
7.7 Absence of Undisclosed Liabilities			35
7.8 Absence of Changes			35
7.9 Material Contracts			36
7.10 Title; Sufficiency; Condition of Assets			37

iii

7.11 Leased Real Property			37
7.12 Intellectual Property			38
7.13 Service Providers			41
7.14 AHP Benefit Plans			43
7.15 Compliance with Laws; Governmental Approvals			44
7.16 Compliance with Healthcare Laws			45
7.17 Medicare Participation.			47
7.18 Litigation.			48
7.19 Taxes			48
7.20 Brokers.			50
7.21 Transactions with Affiliates.			50
7.22 Insurance Policies.			50
7.23 Bank Accounts.			50
7.24 Powers of Attorney.			50
7.25 Certain Securities Law Matters.			50
7.26 Accredited Investor.			51
7.27 Copies Complete.			51
7.28 Full Disclosure.			51
ARTICLE 8. Additional Agreements			51
8.1 Expenses			51
8.2 Tax Returns			51
8.3 Parent Name Change.			52
8.4 Lock-Up Agreements			52
8.5 Stockholder Release Agreement.			52
8.6 Parent Debt.			52
8.7 Post-Closing Parent Governance			52
8.8 Listing; Resale Registration.			53
8.9 Employment Agreements			53
8.10 Management Services Agreement.			53
ARTICLE 9. Conditions to Closing			53
9.1 Conditions Precedent to Obligations of AHP			53
9.2 Conditions Precedent to Obligations of Parent and Merger Sub			54

ARTICLE 10. INDEMNIFICATION			55
10.1 Survival.			55
10.2 Indemnification By Sellers.			55
10.4 Indemnification Procedures.			56
10.5 Payments; Indemnification Escrow Fund.			58
10.6 Tax Treatment of Indemnification Payments.			58
10.7 Effect of Investigation.			58
ARTICLE 11. Termination			59
11.1 Termination			59
ARTICLE 12. Miscellaneous Provisions			59
12.1 Amendments and Waivers			59
12.2 Notices			59
12.3 Governing Law			60
12.4 Exhibits and Schedules			60
12.5 Assignments Prohibited; Successors and Assigns			61
12.6 No Third-Party Beneficiaries			61
12.7 Counterparts			61
12.8 Severability			61
12.9 Entire Agreement			61
12.10 Interpretation			61
12.11 Construction			62
12.12 Jurisdiction; Service of Process			62
12.13 Waiver of Jury Trial			62
12.14 Provisional Relief; Specific Performance			62
12.15 Recovery of Fees by Prevailing Party			62
12.16 Further Assurances			63
12.17 Time of the Essence			63

Schedule 1	Definitions
Schedule 2.6	Directors and Officers of Surviving Corporation
Schedule 3.1 (b)	Merger Consideration
Schedule 3.3(b)	Capitalization Certificate Schedule 5.1(f)
Schedule 3.3(c)	Capitalization Certificate Schedule 5.2(d)
Schedule 4.2(a)	AHP’s Conduct of the Business
Schedule 5.1(i)	Parent Signatories to Lock Up Agreements
Schedule 5.2(e)	AHP Signatories to Lock Up Agreements
Schedule 6	Parent Disclosure Schedule
Schedule 7	AHP Disclosure Schedule
Schedule 8.7	Directors and Officers of Parent
Schedule 9.1(g)	Specified Parent Contracts
Schedule 9.1(h)	Specified AHP Contracts
Exhibit 8.4	Form of Lock Up Agreement
Exhibit 8.5	Form of Stockholder Release Agreement
Exhibit 8.10	Form of Management Services Agreement

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of February 25, 2021 (the “Signing Date”) by and among AHP Management, Inc. a California corporation (“AHP”), Robert Chan, as representative of the shareholders of AHP (“Shareholders’ Representative” and collectively with AHP, “Seller” or “Sellers”), Clinigence Holdings, Inc., a Delaware corporation (“Parent”), and AHP Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub” and collectively with Parent, “Buyer” or “Buyers”).

RECITALS

WHEREAS, the parties intend that Merger Sub be merged with and into AHP, with AHP surviving that merger on the terms and subject to the conditions set forth herein;

WHEREAS, the Board of Directors of AHP (the “AHP Board”) has by the unanimous vote of the directors: (a) determined that it is in the best interests of AHP and the holders of shares of AHP’s capital stock, and declared it advisable, to enter into this Agreement with Parent and Merger Sub; (b) approved the execution, delivery, and performance of this Agreement and the consummation of the Merger contemplated hereby, including the Merger; and (c) resolved, subject to the terms and conditions set forth in this Agreement, to recommend adoption of this Agreement by the stockholders of AHP; in each case, in accordance with the California General Corporation Law (the “CGCL”);

WHEREAS, the respective Boards of Directors of Parent (the “Parent Board”) and Merger Sub (the “Merger Sub Board”) have each: (a) determined that it is in the best interests of Parent or Merger Sub, as applicable, and their respective stockholder(s), and declared it advisable, to enter into this Agreement; and (b) approved the execution, delivery, and performance of this Agreement and the consummation of the Merger contemplated hereby, including the Merger; in each case, in accordance with the DGCL and CGCL;

WHEREAS, the Parent Board has approved the issuance of shares of Parent’s common stock, par value $0.001 per share (the “Parent Common Stock”) in connection with the Merger on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, for U.S. federal income Tax purposes, the parties intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement be, and is hereby, adopted as a plan of reorganization within the meaning of Section 368(a) of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3; and

WHEREAS, the parties desire to make certain representations, warranties, covenants, and agreements in connection with the Merger and the other transactions contemplated by this Agreement and also to prescribe certain terms and conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual representations, warranties, covenants and promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

ARTICLE 1.
Defined Terms

1.1 Defined Terms. Certain capitalized terms used in this Agreement are defined on Schedule 1 attached hereto.

ARTICLE 2.
The Merger

2.1 The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time: (a) Merger Sub will merge with and into AHP (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; (c) AHP will continue its corporate existence under the DGCL as the surviving corporation in the Merger and a Subsidiary of Parent (sometimes referred to herein as the “Surviving Corporation”); and (d) the Surviving Corporation shall change its name to a name that is mutually agreeable to Parent and AHP.

2.2 Closing. Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “Closing”) will take place as soon as practicable (and, in any event, within three (3) Business Days) after the satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in ARTICLE 9 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto. The actual date of the Closing is hereinafter referred to as the “Closing Date.”

2.3 Effective Time. Subject to the provisions of this Agreement, at the Closing, AHP, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL and the Secretary of State of the State of California in accordance with the relevant provisions of the CGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of California in accordance with the relevant provisions of the CGCL or at such later date or time as may be agreed by AHP and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL and CGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

2.4 Effects of the Merger. The Merger shall have the effects set in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses, and authority of AHP and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, and duties of each of AHP and Merger Sub shall become the debts, liabilities, obligations, restrictions, and duties of the Surviving Corporation.

2.5 Certificate of Incorporation; Bylaws. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as mutually agreed to by the parties, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by Applicable Law; and (b) the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation, except that references to Merger Sub’s name shall be

replaced with references to the Surviving Corporation’s name, until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by Applicable Law.

2.6 Directors and Officers. Schedule 2.6 sets forth the Persons who shall be the directors and officers of the Surviving Corporation from and after the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation.

ARTICLE 3.
Effect of the Merger on Capital Stock; Exchange of Certificates

3.1 Effect of the Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, or AHP or the holder of any capital stock of Parent, Merger Sub, or AHP:

(a) Cancellation of Certain AHP Common Stock. Each share of AHP’s common stock, par value $0.001 per share (the “AHP Common Stock”), that is owned by AHP (as treasury stock or otherwise) or any of its direct or indirect wholly-owned Subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

(b) Conversion of AHP Common Each share of AHP Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive such number of fully paid and nonassessable shares of Parent Common Stock, (subject to the provisions for the Closing Litigation Holdback Shares pursuant to Section 3.1(c) below) as set forth on Schedule 3.1 (b) (collectively, the “Merger Consideration”) that would result in the stockholders of AHP (the “AHP Stockholders”) having a right to receive an aggregate number of the Merger Consideration shares of Parent Common Stock immediately following the Effective Time on a fully diluted, as-converted basis immediately following the Effective Time, assuming there are no Dissenting Stockholder Interests as of the Effective Time (the “Exchange Ratio”). Notwithstanding the foregoing, and for the avoidance of doubt, for purposes of calculating the Exchange Ratio, (i) the aggregate number of shares of Parent held by the AHP Stockholders immediately following the Effective Time shall include the Parent Option Shares and the Parent Warrant Shares, in each case on an as-converted basis, (ii) the aggregate number of issued and outstanding shares of Parent Common Stock immediately prior to the Effective Time shall include subscriptions, convertible Debt, options, warrants, conversion, exchange or other rights, agreements or commitments of any kind relating to or obligating Parent to issue or sell, or cause to be issued or sold or converted into, any shares of capital stock of Parent or any securities convertible into or exchangeable for any such shares from and after the Signing Date and to the Effective Time, in each case on an as-converted basis, and (iii) the aggregate number of issued and outstanding shares of AHP Common Stock immediately prior to the Effective Time shall include all subscriptions, convertible Debt, options, warrants, conversion, exchange or other rights, agreements or commitments of any kind ) relating to or obligating AHP to issue or sell, or cause to be issued or sold or converted into, any shares of AHP Common Stock or any securities convertible into or exchangeable for any such shares from and after the Signing Date and to the Effective Time.

(i) At Closing, all of the Closing Litigation Holdback Shares shall be deducted by Parent from the Merger Consideration under Section 3.1(a) hereof, and shall be withheld in escrow (or a reserve established with the Parent’s stock transfer agent) until such time that there is satisfactory disposition of the AHP pending litigation set forth on Section 7.128 of the AHP Disclosure Schedule.

(ii) At Closing, all of the Closing Buy-Out Holdback Shares shall be deducted by Parent from the Merger Consideration under Section 3.1(a) hereof, and shall be withheld in escrow (or a reserve established with the Parent’s stock transfer agent) until:

(1) the later of 12 months from the Closing or the expiration of any statutory period for the shareholder to exercise any rights to have the shareholder’s shares bought out, without the shareholder taking any action or making any demand to have the shareholder’s shares bought out during that period, or if the shareholder has started or taken any such action, the irrevocable withdrawal and termination of such action; or

(2) at anytime prior to the end of the period described in the preceding section (1), the shareholder irrevocably waives and releases any rights to have the shareholder’s shares bought out.

(d) Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid, and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

(e) Parent Capital Stock. Parent shall reserve and take all other actions necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Parent Common Stock for delivery in accordance with this Section 3.1.

3.2 Exchange Procedures

(a) Exchange Agent. At the Effective Time, Parent shall designate its Transfer Agent as the exchange agent (the “Exchange Agent”), to act as the agent for the purpose of paying the Merger Consideration for the Certificates and the Book-Entry Shares. At or promptly following the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent certificates representing the shares of Parent Common Stock to be issued as Merger Consideration (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by book-entry shares will be issued).

(b) Full Satisfaction. All Merger Consideration paid upon the surrender of Certificates or transfer of Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of AHP Common Stock formerly represented by such Certificate or Book-Entry Shares, and from and after the Effective Time, there shall be no further registration of transfers of shares of AHP Common Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged as provided in this ARTICLE 3.

(c) Distributions with Respect to Unsurrendered Shares of AHP Common Stock. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time, and shall the Exchange and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement.

(d) Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of AHP or Parent shall occur (other than the issuance of additional shares of capital stock of AHP or Parent as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split, or combination, exchange, readjustment of shares, or similar transaction (other than the Recapitalization), or any stock dividend or distribution paid in stock, the Exchange Ratio and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change; provided, however, that this sentence shall not be construed to permit Parent or AHP to take any action with respect to its securities that is prohibited by the terms of this Agreement.

(e) Withholding Rights. Each of the Exchange Agent, Parent, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this ARTICLE 3 such amounts as may be required to be deducted and withheld with respect to the making of such payment under any Tax Laws. To the extent that amounts are so deducted and withheld by the Exchange Agent, Parent, Merger Sub, or the Surviving Corporation, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which the Exchange Agent, Parent, Merger Sub, or the Surviving Corporation, as the case may be, made such deduction and withholding.

(f) No Fractional Shares. No fractional Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Notwithstanding anything to the contrary contained herein, each holder of AHP Common Stock a who would otherwise have been entitled to receive a fractional share of Parent Common Stock o (after taking into account all AHP Common Stock o owned by such Person) shall receive, in lieu thereof, such fractional shares rounded up to the nearest whole share.

(g) Lost Certificates. If any Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, or destroyed, the Exchange Agent will issue, in exchange for such lost, stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of AHP Common Stock formerly represented by such Certificate as contemplated under this ARTICLE 3.

3.3 Treatment of Warrants and Other Stock-Based Compensation. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, or AHP or the holder of any capital stock of Parent, Merger Sub, or AHP any outstanding , options, warrants or other convertible securities shall be cancelled or terminated prior to the Closing:

(a) Tax Treatment. For U.S. federal income Tax purposes, it is intended that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the regulations promulgated thereunder, that this Agreement will constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

(b) Capitalization Certificate. At least five (5) Business Days before the Closing Date, Parent shall prepare and deliver to AHP a certificate (the “Capitalization Certificate”) setting forth, as of immediately prior to the Effective Time, the number of the total issued and outstanding Parent Common Stock on a fully diluted, as-converted basis, calculated in accordance with Section 3.1(b).

(c) Consideration Spreadsheet. At least three (3) Business Days before the Closing Date, AHP shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the President of AHP, which shall set forth, as of the Closing Date and based on the information provided by Parent in the Capitalization Certificate, (i) each AHP Stockholder’s address and, if available to AHP, social security number (or tax identification number, if applicable), (ii) the number of shares of AHP Common Stock held by such Person, (iii) the respective certificate number(s) representing such shares of AHP Common Stock , and (iv) the number of shares of Parent Common Stock issuable to such Person at the Closing in respect of such AHP Common Stock a as Merger Consideration in accordance with this ARTICLE 3.

3.3 Appraisal Rights. Notwithstanding any provision of this Agreement to the contrary, any outstanding shares of AHP Common Stock held by Persons who have exercised and perfected appraisal rights for such shares of AHP Common Stock in accordance with Section 1300 of the CGCL, if such Section provides for appraisal rights for such shares in the Merger (“Dissenting Shares”), and as of the Effective Time have neither effectively withdrawn nor lost any right to such appraisal, shall not be converted into or represent a right to receive a portion of the Merger Consideration or any other amounts payable under this ARTICLE 3 attributable to such Dissenting Shares. Such holders of AHP Common Stock (the “Dissenting Stockholders”) shall be entitled to receive payment of the appraised value of such shares of AHP Common Stock held by them in accordance with Section 1300 of the CGCL, unless and until such Dissenting Stockholders fail to perfect, effectively withdraw or otherwise lose their appraisal rights under the CGCL. Notwithstanding the foregoing, if any Dissenting Stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then as of the Effective Time or the occurrence of such event, whichever occurs later, such Dissenting Shares shall automatically be converted into and represent only the right to receive a portion of the Merger Consideration and any other amounts payable under this ARTICLE 3, without interest thereon, upon surrender of the Certificate or Certificates representing such Dissenting Shares in accordance with Section 0. Prior to the Effective Time, AHP shall provide Parent prompt notice of any written demands for appraisal or payment of the fair value of any shares of AHP Common Stock, the withdrawal of such demands and any other related instruments served pursuant to the CGCL and received by AHP. Prior to the Effective Time, AHP shall provide Parent the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal or payment of the fair value of any shares of AHP Common Stock. AHP shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or payment of the fair value of any shares of AHP Common Stock, offer to settle or settle any such demands or approve any withdrawal of any such demands. Any demand by any AHP Stockholder for appraisal or payment of the fair value of any shares of AHP Common Stock (whether under Section 1300 of the CGCL, or otherwise), including payments in respect of such Person’s Dissenting Shares to the extent such payments exceed the Merger Consideration to which such Person would have been entitled pursuant to Section 3.1 in respect of such Dissenting Shares if such Person had not exercised appraisal rights in respect thereof, shall reduce the aggregate amount of Merger Consideration otherwise payable to AHP Stockholders pursuant to Section 3.1.

ARTICLE 4.
Pre-Closing Covenants

4.1 Parent’s Conduct of the Business.

(a) Subject to Section 4.1(c), from the Signing Date until the Closing Date, Parent covenants and agrees to conduct its business only in, and shall not take any action except in the ordinary course of business and in a manner consistent with past practice; and Parent shall use its commercially reasonable efforts to preserve substantially intact the business organization of Parent, to keep available the services of the current Service Providers of Parent and to preserve the current relationships of Parent with customers, suppliers and other Persons with which Parent has significant business relations. Parent shall promptly notify AHP of any event or occurrence not in the ordinary course of business of Parent.

(b) Without limiting the generality of Section 4.1(a), except as expressly contemplated by this Agreement or disclosed in the Parent Disclosure Schedule, Parent shall not, from the Signing Date until the Closing Date, directly or indirectly, do or propose, any of the following without the prior written consent of AHP:

(i) Declare or pay any non-cash dividends on or make any other non-cash distributions with respect to any of its shares or other equity, or split, combine or reclassify any of its securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its shares, or repurchase or otherwise acquire, directly or indirectly, any of its shares except from former Service Providers in accordance with agreements providing for the repurchase of shares in connection with any termination of service to Parent;

(ii) Declare or pay any dividends on or make any other distributions with respect to any of its shares or other equity, or repurchase or otherwise acquire, directly or indirectly, any of its shares, that would, individually or in the aggregate, reasonably be expected to result in (A) the fair value and fair market value of Parent’s assets failing to exceed its liabilities, (B) Parent’s remaining assets to be unreasonably small in relation to Parent’s present and intended future business (without regard to whether the Merger are consummated or not) or (C) Parent not being able to pay its debts as they become due;

(iii) Cause or permit any amendments to the Parent Certificate of Incorporation or equivalent documents;

(iv) Enter into any commitment or transaction not in the ordinary course of business;

(v) Terminate any Service Providers or grant severance or termination pay to any Service Provider;

(vi) Enter into any material transaction with its officers, directors or stockholders, or their Affiliates, except (A) as provided in any equity incentive plan or award agreement entered into in connection therewith, or (B) other agreements relating to compensation or (C) pursuant to a binding agreement effective as of the date hereof and disclosed to AHP in writing;

(vii) Amend or otherwise modify the terms of any Material Contract to which Parent is a party;

(viii) Amend or otherwise modify the material terms of any Governmental Approval;

(ix) Transfer to any Person any rights to Parent’s Intellectual Property Rights other than non-exclusive licenses granted to end-user customers in the ordinary course of business consistent with past practice;

(x) Sell, lease, license or otherwise dispose of any of Parent’s assets outside of the ordinary course of business;

(xi) Commence a Proceeding other than for the routine collection of bills;

(xii) Acquire or agree to acquire by merging, consolidating or entering into a joint venture arrangement with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any Entity or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the financial condition, results of operations, business or properties of Parent taken as a whole;

(xiii) Adopt, amend or terminate any Service Provider benefit plans, programs, policies or other arrangements, or enter into any employment or Service Provider contract, pay any special bonus or special remuneration to any current or former Service Provider, or increase the salaries or wage rates of its Service Providers other than pursuant to scheduled Service Provider reviews under Parent’s normal Service Provider review cycle, in all cases consistent with past practice;

(xiv) Incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others;

(xv) Pay, discharge or satisfy any Liability, other than the payment, discharge or satisfaction of obligations in the ordinary course of business or liabilities reflected or reserved against in Parent’s Financial Statements;

(xvi) Make any Tax election other than in the ordinary course of business and consistent with past practice, change any Tax election, adopt any Tax accounting method other than in the ordinary course of business and consistent with past practice, change any tax accounting method, file any Tax Return (other than any estimated tax returns, payroll tax returns or sales tax returns) or any amendment to a Tax return, enter into any closing agreement, settle any Tax claim or assessment, or consent to any extension or waiver of the limitation period, applicable to any Tax claim or assessment (but in each case only if such action would reasonably be expected to result in a Parent Material Adverse Effect, and if such action would not reasonably be expected to result in a Parent Material Adverse Effect, then Parent shall only be obligated to notify AHP of such action);

(xvii) Fail to pay or otherwise satisfy its monetary obligations as they become due, except such as are being contested in good faith;

(xviii) Waive or commit to waive any rights with a value in excess of $25,000, or forgive any indebtedness owed to Parent;

(xix) Cancel, amend or renew any insurance policy other than in the ordinary course of business;

(xx) Take any action or fail to take any action that could reasonably be expected to cause or result in a Parent Material Adverse Effect; or

(xxi) Enter into any contract or agree, in writing or otherwise, to take any of the actions described above in this Section 4.1(b), or any action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder.

4.2 AHP’s Conduct of the Business.

(a) Except as set forth on Schedule 4.2(a), from the Signing Date until the Closing Date, AHP and Shareholders’ Representative covenant and agree to conduct its business only in, and AHP shall not take any action, except in, the ordinary course of business and in a manner consistent with past practice; and AHP shall use its commercially reasonable efforts to preserve substantially intact the business

organization of AHP, to keep available the services of the current Service Providers of AHP and to preserve the current relationships of AHP with providers, payors, suppliers and other Persons with which AHP has significant business relations. AHP shall promptly notify Parent of any event or occurrence not in the ordinary course of business of AHP.

(b) Without limiting the generality of Section 4.2(a), except as expressly contemplated by this Agreement or disclosed in the AHP Disclosure Schedule, AHP and Shareholders’ Representative shall not, from the Signing Date until the Closing Date, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent:

(ii) Declare or pay any dividends on or make any other distributions with respect to any of its shares or other equity, or repurchase or otherwise acquire, directly or indirectly, any of its shares, that would, individually or in the aggregate, reasonably be expected to result in (A) the fair value and fair market value of AHP’s assets failing to exceed its liabilities, (B) AHP’s remaining assets to be unreasonably small in relation to AHP’s present and intended future business (without regard to whether the Merger are consummated or not) or (C) AHP not being able to pay its debts as they become due;

(iii) Cause or permit any amendments to the AHP Certificate of Incorporation, operating agreement or equivalent documents;

(iv) Enter into any commitment or transaction not in the ordinary course of business;

(v) Terminate any Service Providers or grant severance or termination pay to any Service Provider;

(vii) Amend or otherwise modify the terms of any Material Contract to which AHP is a party;

(viii) Amend or otherwise modify the material terms of any Governmental Approval;

(ix) Transfer to any Person any rights to AHP’s Intellectual Property Rights other than non-exclusive licenses granted to end-user customers in the ordinary course of business consistent with past practice;

(x) Sell, lease, license or otherwise dispose of any of AHP’s assets outside of the ordinary course of business;

(xi) Commence a Proceeding other than for the routine collection of bills;

(xiii) Adopt, amend or terminate any Service Provider benefit plans, programs, policies or other arrangements, or enter into any employment or Service Provider contract, pay any special bonus or special remuneration to any current or former Service Provider, or increase the salaries or wage rates of its Service Providers other than pursuant to scheduled Service Provider reviews under AHP’s normal Service Provider review cycle, in all cases consistent with past practice;

(xiv) Incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others;

(xvi) Make any Tax election other than in the ordinary course of business and consistent with past practice, change any Tax election, adopt any Tax accounting method other than in the ordinary course of business and consistent with past practice, change any tax accounting method, file any Tax Return (other than any estimated tax returns, payroll tax returns or sales tax returns) or any amendment to a Tax return, enter into any closing agreement, settle any Tax claim or assessment, or consent to any extension or waiver of the limitation period, applicable to any Tax claim or assessment (but in each case only if such action would reasonably be expected to result in an AHP Material Adverse Effect, and if such action would not reasonably be expected to result in an AHP Material Adverse Effect, then AHP shall only be obligated to notify Parent of such action);

(xvii) Fail to pay or otherwise satisfy its monetary obligations as they become due, except such as are being contested in good faith;

(xviii) Waive or commit to waive any rights with a value in excess of $25,000, or forgive any indebtedness owed to AHP;

(xix) Cancel, amend or renew any insurance policy other than in the ordinary course of business;

(xx) Take any action or fail to take any action that could reasonably be expected to cause or result in an AHP Material Adverse Effect; or

(xxi) Enter into any contract or agree, in writing or otherwise, to take any of the actions described above in this Section 4.2(b), or any action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder.

4.3 Access to Information. From the Signing Date until the Closing Date, upon reasonable advance notice, Parent and AHP shall each:

(a) give the other party and its Representatives full access during normal business hours to its buildings, offices, and other facilities, to Persons having business relationships with Parent or AHP (including suppliers, licensees and customers), and to all its books and records, whether located on its premises or at another location,

(b) permit the other party to make such inspections as it may require,

(c) cause its officers to furnish the other party with such financial, operating, technical and product data and other information with respect to the Business and the Assets of Parent and AHP as it from time to time may request, including financial statements and schedules,

(d) allow the other party the opportunity to interview its current and former Service Providers, and

(e) assist and cooperate with the other party in the development of integration plans for implementation by Parent and AHP following the Closing;

provided, that no investigation pursuant to this Section 4.3 shall affect or be deemed to modify any representation or warranty made by Parent or AHP herein.

4.4 Commercially Reasonable Efforts. From the Signing Date until the Closing, each of Parent and AHP shall use their respective commercially reasonable efforts to cause to be fulfilled and satisfied all of the other party’s conditions to Closing set forth in ARTICLE 9.

4.5 Acquisition Transaction. From the Signing Date to the earlier of the Closing and the termination of this Agreement, none of the parties hereto shall initiate, solicit, negotiate, encourage or provide information to facilitate, and none of the parties hereto shall cause or knowingly permit any Representative of any of the parties hereto, or any counsel, accountant, investment banker, financial advisor or other agent retained by it or them to initiate, solicit, negotiate, encourage or provide information to facilitate, any proposal or offer to acquire all or any substantial part of Parent’s business or assets (its Subsidiaries’ business or assets) or AHP’s business or assets, or any equity interests of Parent or AHP, or any Subsidiary thereof, whether by merger, purchase of assets or otherwise, whether for cash, securities or any other consideration or combination thereof (any such transaction being referred to herein as an “Acquisition Transaction”). Each of the parties hereto shall immediately notify the other parties after receipt of any AHP Acquisition Proposal or Parent Acquisition Proposal, indication of interest or request for information from a third party relating to Parent or AHP in connection with an AHP Acquisition Proposal or Parent Acquisition Proposal or for access to the properties, books or records of Parent or AHP by any person or entity that indicates to any party hereto that such third-party is considering making, or has made, an AHP Acquisition Proposal or Parent Acquisition Proposal, and provide the other parties with copies of all documents and written or electronic communications relating to any AHP Acquisition Proposal or Parent Acquisition Proposal. Notwithstanding the foregoing, (a) in the event Parent receives an unsolicited Parent Acquisition Proposal and the Parent Board concludes in good faith that there is a reasonable likelihood that such Parent Acquisition Proposal constitutes or is reasonably likely to result in a Superior Parent Acquisition Proposal, Parent may, and may permit its representatives, to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the extent that the Parent Board concludes in good faith (and based on the advice of counsel) that failure to take such actions would more likely than not result in a violation of its fiduciary duties under Applicable Law, and (b) in the event AHP receives an unsolicited AHP Acquisition Proposal and the AHP Board concludes in good faith that there is a reasonable likelihood that such AHP Acquisition Proposal constitutes or is reasonably likely to result in a Superior AHP Acquisition Proposal, AHP may, and may permit its representatives, to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the extent that the AHP Board concludes in good faith (and based on the advice of counsel) that failure to take such actions would more likely than not result in a violation of its fiduciary duties under Applicable Law.

4.6 Notices of Certain Events; Continuing Disclosure.

Each of AHP and Parent shall promptly notify the other party of, and deliver to such other party copies of all documentation relating to:

(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger contemplated by this Agreement’

(b) the occurrence of any breach by AHP or Parent, as applicable, of any representation, warranty, covenant or agreement contained in this Agreement, promptly after AHP or Parent, as applicable, becomes aware of any such breach, including without limitation any such breach that could reasonably be expected to cause any of the closing conditions set forth in ARTICLE 9 not to be satisfied;

(c) any Action commenced or, to AHP’s Knowledge or Parent’s Knowledge, as applicable, threatened against or relating to or involving AHP or Parent, as applicable, that relates to the consummation of the Merger contemplated by this Agreement, or relates to any of the material assets of AHP or Parent, as applicable, or any developments relating to any Action otherwise disclosed pursuant to this Agreement;

(d) any notice, correspondence, document or other communication sent by or on behalf of AHP or Parent, as applicable, to any party to any Material Contract or Parent Material Contract or sent to AHP or Parent, as applicable, by any party to any Material Contract or Parent Material Contract (other than any communication that relates solely to routine commercial Merger between AHP and the other party to any such material contract and that is of the type sent in the Ordinary Course of Business);

(e) any notice, report or other document either filed with or sent to, or received from, any Governmental Authority, or any governmental investigation on an alleged violation or noncompliance with Legal Requirements on behalf of AHP or Parent, as applicable, subsequent to the Signing Date in connection with the Merger or any of the other transactions contemplated by this Agreement; and

(f) copies of all material operating and financial reports prepared by AHP or Parent, as applicable, for such party’s senior management or for use in preparing such party’s consolidated financial statements, including: (A) copies of the unaudited monthly consolidated balance sheets of AHP or Parent, as applicable, and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows and (B) copies of any forecasts, write-off reports, hiring reports and capital expenditure reports prepared for AHP or Parent’s senior management, as applicable.

The delivery of any notice pursuant to this Section 4.6 will not limit any of the representations and warranties of AHP or Parent set forth in this Agreement or the remedies available hereunder.

4.7 Confidentiality, Press Releases and Public Announcements.

(a) The terms of the Nondisclosure Agreement entered into previously by AHP and Parent are hereby incorporated by reference and shall continue in full force and effect until the Closing. The parties hereto acknowledge that any information provided to, or otherwise acquired by, him or it in connection with this Agreement and the Merger contemplated by this Agreement is subject to the terms of the Nondisclosure Agreement, the terms of which are incorporated herein by reference. Each of the parties hereto agrees for itself and himself and its and his representatives and Affiliates to use the Confidential

Information (as such term is defined in the Nondisclosure Agreement) solely for the purposes of evaluating the other parties hereto and consummating the Merger and for no other purpose and to keep the Confidential Information confidential. AHP covenants and agrees for itself and himself and its and his representatives and Affiliates not to use the Confidential Information, at any time, for trading in Parent’s securities.

(b) Parent and AHP will consult with each other before issuing, and provide each other the opportunity to review, comment upon and concur with, and use commercially reasonable efforts to agree on, any press release or other public statements with respect to the Merger contemplated by this Agreement, including the Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as either party may determine is required by applicable Legal Requirements, court process or by obligations pursuant to any securities exchange or stock market. Notwithstanding the foregoing, if Parent determines it is required by applicable Legal Requirements to make a public announcement, including, without limitation, with respect to any filing with the SEC that Parent may be required to make as a result of the execution of this Agreement or the consummation of the Merger contemplated hereby, Parent shall give AHP as much prior notice as is reasonably practicable and shall consult with AHP about the text of such announcement or filing but shall not be required to obtain the consent of AHP with regard to such announcement or filing. Parent and AHP will consult with each other concerning the means by which any employee, customer or supplier of AHP (or their respective subsidiaries) or Parent or any other Person having any business relationship with either AHP or Parent (or their respective subsidiaries) will be informed of the Merger contemplated by this Agreement, and the other Party will have the right to be present for any such communication.

4.8 [Reserved]

4.9 Consents. Each of Parent and AHP will use commercially reasonable efforts to obtain prior to Closing all Consents from Governmental Authorities as may be required in connection with the Merger. Prior to the Closing and thereafter, each of Parent and AHP will use its commercially reasonable efforts to obtain all Consents under any Parent Contracts (including all Specified Parent Contracts) and AHP Contracts (including all Specified AHP Contracts), as applicable, as required to consummate the Merger with respect to such Parent Contracts and AHP Contracts and to preserve all rights of and benefits under such Parent Contracts and AHP Contracts in connection therewith.

4.10 AHP Stockholder Approval. As of the Signing Date, the AHP Board has adopted resolutions approving this Agreement and the transactions contemplated by this Agreement on substantially the terms and conditions set forth in this Agreement, and directing that this Agreement and the other transactions contemplated by this Agreement, on such terms and conditions, be submitted to the AHP Stockholders entitled to vote for their consideration at a special meeting (the “AHP Stockholder Meeting”). AHP will take, in accordance with the federal securities laws, the CGCL and its Certificate of Incorporation and Bylaws, all action necessary to (i) duly call and give notice of the AHP Stockholder Meeting as soon as practicable (but in no event later than fifteen (15) calendar days following the Signing Date), and (ii) duly convene and hold the AHP Stockholder Meeting no later than thirty (30) calendar days following the date AHP sends notice of the AHP Stockholder Meeting to the AHP Stockholders (with any and all adjournments to occur within such thirty (30) calendar day period), to consider and vote upon the adoption of this Agreement and approval of the other transactions contemplated by this Agreement as well as any other such matters. In lieu of the AHP Stockholder Meeting, AHP may obtain the written consent of the holders of at least a majority of the outstanding AHP capital stock entitled to vote approving this Agreement and the other transactions contemplated by this agreement and notify the remaining stockholders of their right under Applicable Law (“AHP Stockholder Consent”), in which case AHP shall transmit the AHP Stockholder Consent to the AHP Stockholders as soon as practicable (but in no event later than ten (10) calendar days following the Signing Date). The AHP Board will use all best efforts to (a) recommend to the AHP Stockholders that they adopt this Agreement at the AHP Stockholder Meeting or by executing

the AHP Stockholder Consent and (b) obtain from the AHP Stockholders the approval of a proposal to adopt this Agreement at the AHP Stockholder Meeting or a duly executed AHP Stockholder Consent (the “AHP Stockholder Approval”). Parent and AHP shall jointly prepare the AHP Stockholder Meeting materials or the AHP Stockholder Consent mailed to AHP Stockholders in conjunction with obtaining the AHP Stockholder Approval. AHP shall submit this Agreement to the AHP Stockholders at the AHP Stockholder Meeting or with the AHP Stockholder Consent in lieu of the AHP Stockholder Meeting even if the AHP Board shall have withdrawn, modified or qualified its recommendation, unless this Agreement has been terminated in accordance with its terms. Within two (2) Business Days after the AHP Stockholder Meeting or obtaining the requisite consent of the AHP Stockholders pursuant to the AHP Stockholder Consent, AHP shall deliver to Parent a certificate of an authorized officer of AHP certifying (i) as to the number of shares of AHP capital stock voted and AHP Stockholders voting in favor of, voting against, or abstaining from voting on the Merger and the terms of this Agreement, and the transactions contemplated hereby at the AHP Stockholder Meeting, or (ii) that the requisite consent of the AHP Stockholders has been obtained pursuant to the AHP Stockholder Consent and attaching a copy of the executed AHP Stockholder Consent.

ARTICLE 5.
Closing Deliveries

5.1 Closing Deliveries by Parent. At the Closing, Parent shall deliver the following items, duly executed by Parent and its Affiliates, as applicable, all of which shall be in form and substance reasonably acceptable to AHP except where otherwise ind.

(a) Parent Secretary’s Certificate. A certificate of the secretary of Parent, dated as of the Closing Date, certifying as to:

(i) the Parent Certificate of Incorporation and Parent’s Bylaws as in effect as of the Closing Date,

(ii) resolutions of Parent’s Board of Directors approving the Merger and authorizing the execution, delivery and performance of this Agreement and of all other Transaction Documents, including the requisite amendments to Parent’s Certificate of Incorporation; and

(iii) the incumbency of Parent’s officers executing this Agreement and all other Transaction Documents.

(b) Merger Sub Secretary’s Certificate. A certificate of the secretary of Merger Sub, dated as of the Closing Date, certifying as to:

(i) the Certificate of Incorporation and Bylaws of Merger Sub as in effect as of the Closing Date,

(ii) resolutions of Merger Sub’s Board of Directors and stockholder approving the Merger and authorizing the execution, delivery and performance of this Agreement and of all other Transaction Documents, and

(iii) the incumbency of Merger Sub’s officers executing this Agreement and all other Transaction Documents.

(i) the representations and warranties of Parent set forth in this Agreement are true and correct in all respects as of the Closing Date as if made on the Closing Date, with the same effect as if made on and as of the Closing Date (or, if made as of a specified date, shall have been true and correct as of such date), except for inaccuracies of representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not constitute and could not reasonably be expected to result in a Parent Material Adverse Effect (it being understood that for purposes of determining the accuracy of such representations and warranties, all material adverse effect qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded), and

(ii) Parent has performed all obligations and covenants required to be performed by it under this Agreement and any other agreement or document entered into in connection herewith on or prior to the Closing Date.

(d) Merger Sub Closing Certificate. A certificate of an officer of Merger Sub, dated as of the Closing Date, certifying that:

(i) the representations and warranties of Merger Sub set forth in this Agreement are true and correct in all respects as of the Closing Date as if made on the Closing Date, with the same effect as if made on and as of the Closing Date (or, if made as of a specified date, shall have been true and correct as of such date), except for inaccuracies of representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not constitute and could not reasonably be expected to result in a Parent Material Adverse Effect (it being understood that for purposes of determining the accuracy of such representations and warranties, all material adverse effect qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded), and

(ii) Merger Sub has performed all obligations and covenants required to be performed by it under this Agreement and any other agreement or document entered into in connection herewith on or prior to the Closing Date.

(e) Certificates of Good Standing. A certificate from the Secretary of State of Delaware as to each of Parent’s and Merger Sub’s good standing and payment of all applicable Taxes, and the Secretary of State of each state in which Parent is qualified to do business as a foreign corporation, as to Parent’s good standing and payment of all applicable Taxes.

(f) Capitalization Certificate. The Capitalization Certificate, duly executed by an officer of Parent.

(g) Lock-Up Agreements. The Lock-Up Agreements, duly executed by the applicable stockholders and Affiliates of Parent listed on Schedule 5.1(i).

(h) Other Documents. Such other documents and instruments as AHP may reasonably request and which are deemed by AHP to be necessary to effect the Merger.

5.2 Closing Deliveries by AHP. At the Closing, AHP shall deliver the following items, duly executed by AHP, all of which shall be in form and substance reasonably acceptable to Parent except where otherwise indicated:

(a) AHP Officer’s Certificate. A certificate of an officer of AHP, dated as of the Closing Date, certifying as to:

(i) the AHP Certificate of Incorporation and Bylaws as in effect as of the Closing Date,

(ii) resolutions of AHP’s Board of Directors and stockholders approving the Merger and authorizing the execution, delivery and performance of this Agreement and of all other Transaction Documents and the AHP Transaction, and

(iii) the incumbency of AHP officers executing this Agreement and all other Transaction Documents.

(b) AHP Closing Certificate. A certificate of an officer of AHP, dated as of the Closing Date, certifying that:

(i) the representations and warranties of AHP set forth in this Agreement are true and correct in all respects as of the Closing Date as if made on the Closing Date, with the same effect as if made on and as of the Closing Date (or, if made as of a specified date, shall have been true and correct as of such date), except for inaccuracies of representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not constitute and could not reasonably be expected to result in an AHP Material Adverse Effect (it being understood that for purposes of determining the accuracy of such representations and warranties, all material adverse effect qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded), and

(ii) AHP has performed all obligations and covenants required to be performed by it under this Agreement and any other agreement or document entered into in connection herewith on or prior to the Closing Date.

(d) Lock-Up Agreements. The Lock-Up Agreements, duly executed by the applicable AHP Stockholders and Affiliates of AHP listed on Schedule 5.2(e).

(e) Stockholder Release Agreements. The Stockholder Release Agreements, duly executed by the applicable stockholders of AHP .

(f) Other Documents. Such other documents and instruments as Parent may request and which are deemed by Parent to be necessary to effect the Merger.

ARTICLE 6.
Representations and Warranties of Parent and Merger Sub

Except as set forth in the corresponding sections of the disclosure schedule of Parent delivered to AHP concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby jointly and severally represent and warrant to AHP that, as of the Signing Date and as of the Closing Date:

6.1 Organization and Qualification. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Clinigence Health, Inc. is a company duly organized, validly existing and in good standing under the laws of the State of Delaware. Clinigence, LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Georgia. Clinigence India is a corporation duly organized, validly existing and in good standing under the laws of India. Each of Parent and its Subsidiaries has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of Parent and its Subsidiaries is duly qualified or licensed as a foreign corporation (and, as of the Closing Date will be duly qualified as a foreign corporation) to conduct business and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary or where the failure to so qualify would not reasonably be expected to result in a Parent Material Adverse Effect.

6.2 Authority; Capacity. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its or his obligations hereunder, and to consummate the Merger. The execution and delivery of this Agreement and the other Transaction Documents and the consummation by Parent and Merger Sub of the Merger have been, or will be as of the Closing Date, duly and validly authorized by all requisite actions and no other corporate or other proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger. This Agreement, the Transaction Documents and the consummation of the Merger have been, or will be as of the Closing Date, approved by Parent’s directors, and Merger Sub’s directors and stockholders. This Agreement has been and, at Closing, the other Transaction Documents will be, duly and validly executed and delivered by Parent and Merger Sub. This Agreement constitutes and, at Closing, together with the other Transaction Documents, will constitute the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the availability of equitable remedies and defenses.

6.3 Capitalization; Ownership of Parent; Debt.

(a) Section 6.3(a) of the Parent Disclosure Schedule sets forth the authorized and outstanding capital of Parent and each of its Subsidiaries, the names of the holders of all of the issued and outstanding Parent capital stock owned by the Parent Stockholders and the number of shares and series or class of Parent capital stock so owned and, for each Subsidiary of Parent, the names of the holders of all of the issued and outstanding capital stock of such Subsidiary and the number of shares and series or class of capital stock so owned. Each share of the capital stock or equity interest of Parent and each of its Subsidiaries is duly and validly authorized and issued, fully paid and nonassessable, and was not issued in violation of any preemptive rights of any stockholder or member of Parent or any of its Subsidiaries. All of the issued and outstanding shares of capital stock or equity interests of Parent and its Subsidiaries has been issued in accordance with all applicable federal and state securities Laws.

(b) Except as set forth in Section 6.3(b) of the Parent Disclosure Schedule, there are no (i) outstanding securities of Parent or its Subsidiaries convertible into or exchangeable for any capital stock or other equity interests or securities of Parent or any of its Subsidiaries; (ii) preemptive, registration or similar rights on the part of any holder of any class of securities of Parent or any of its Subsidiaries; (iii) subscriptions, options, warrants, conversion, exchange or other rights, agreements or commitments of any kind relating to or obligating Parent or any of its Subsidiaries to issue, sell, purchase or redeem, or cause to be issued, sold, purchased or redeemed, any shares of capital stock of Parent or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares; (iv) other than this

Agreement, stockholder agreements, buy-sell agreements, voting agreements, voting trusts or other agreements or understandings relating to the voting, purchase, transfer, redemption or other acquisition of any shares of the capital stock of Parent or any of its Subsidiaries; or (v) unpaid dividends or other distributions, whether current or accumulated, due or payable on any of the capital stock of Parent or any of its Subsidiaries. Other than as expressly provided in Section 4.1 of this Agreement, neither Parent nor any of its Subsidiaries is obligated to redeem or otherwise acquire any of its outstanding shares of capital stock, and the consummation of the Merger will not trigger any such obligation.

6.4 Section 6.4 of the Parent Disclosure Schedule.

Sets forth as of the Signing Date a true and complete list of all Debt of Parent and each of its Subsidiaries that exceeds $5,000 individually or $10,000 in the aggregate, including the number of shares of Parent or its Subsidiaries into which such Debt is convertible, as applicable. No Conflicts; Required Consents. No Consents other than those set forth in Section 0 of the Parent Disclosure Schedule are required with respect to Parent’s, or Merger Sub’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the Merger. The execution, delivery and performance of this Agreement and the other Transaction Documents by Parent and Merger Sub do not and will not, with or without notice or lapse of time,

(a) conflict with or violate the Parent Certificate of Incorporation or Parent’s bylaws, or the certificate of incorporation or bylaws of Merger Sub;

(b) conflict with or violate any Legal Requirement or Government Approval applicable to Parent or any of its Subsidiaries or by which the Parent Assets or any other property or asset of Parent or any of its Subsidiaries is bound or affected;

(c) assuming the Consents listed in Section 0 of the Parent Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the Parent Assets or the assets of Parent or any of Parent’s Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation;

(d) violate or conflict with any other restriction of any kind or character to which Parent or any of its Subsidiaries is subject; or

(e) require Parent or any of its Subsidiaries to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority.

6.5 Subsidiaries

Except for Clinigence Health and Merger Sub, each of which Parent is the record and beneficial holder of all of the issued and outstanding capital stock, Clinigence LLC, of which Clinigence Health is the record and beneficial holder of all of the issued and outstanding membership interests, and Clinigence India, of which Clinigence LLC is the record and beneficial holder of fifty one percent (51%) of the issued and outstanding equity interests, Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity. Since the date of its incorporation, Merger Sub has not engaged in any business activities or conducted any operations, nor will Merger Sub prior to the Closing Date engage in any business activities or conduct any operations other than in connection with the transactions contemplated by this Agreement. At the Effective Time, Merger Sub will not have any assets, Liabilities or obligations other than those contemplated by this Agreement.

6.6 Financial Statements.

All of Parent’s financial statements set forth in its annual report on Form 10-K filed with the SEC on May 15, 2020,and in its quarterly report filed with the SEC on Form 10-Q on November 13, 2020 (collectively, the “Parent Financial Statements”):

(i) are true, accurate and complete in all material respects;

(ii) are consistent in all material respects with the Books and Records of Parent and its Subsidiaries;

(iii) present fairly and accurately the financial condition of Parent and its Subsidiaries as of the respective dates thereof and the results of operations, changes in stockholders’ equity and cash flows of Parent and its Subsidiaries for the periods covered thereby; and

(iv) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered.

6.7 Absence of Undisclosed Liabilities. Neither Parent nor any of its Subsidiaries has any Liabilities other than:

(i) those set forth in the unaudited consolidated balance sheets, and the related unaudited consolidated statements of operations, changes in stockholders’ equity and cash flows, of Parent included in Parent’s quarterly report filed with the SEC on Form 10-Q on November{ __,} 2020 (the “Parent Interim Balance Sheet”);

(ii) those incurred in the ordinary course of business and not required to be set forth in the Parent Interim Balance Sheet under GAAP and not in excess of an aggregate amount of $25,000;

(iii) the Debt listed in Section 6.4 of the Parent Disclosure Schedule;

(iv) those incurred in the ordinary course of business after the Balance Sheet Date and not in excess of $25,000 in the aggregate; or

(v) those incurred in connection with the execution of any of the Transaction Documents.

6.8 Absence of Changes. Since the Balance Sheet Date, except as expressly contemplated by this Agreement, (i) Parent and its Subsidiaries have conducted the Parent Business in the ordinary course of business, (ii) no event or circumstance has occurred that has had or is likely to have a Parent Material Adverse Effect, and (iii) neither Parent nor any of its Subsidiaries has:

(a) Entered into any commitment or transaction in excess of $50,000 or any commitment or transaction not in the ordinary course of business;

(b) Entered into any transaction with its officers, directors or stockholders, or their Affiliates, except pursuant to a binding agreement effective as of the Signing Date and disclosed to AHP in writing;

(c) Amended or otherwise modified the material terms of any Parent Material Contract or Governmental Approval except as approved in writing by AHP;

(d) Commenced a Proceeding other than for the routine collection of bills;

(e) Incurred any indebtedness for borrowed money or guaranteed any such indebtedness or issued or sold any debt securities or guaranteed any debt securities of others;

(f) Took any action or failed to take any action that could reasonably be expected to cause or result in a Parent Material Adverse Effect; or

(g) Entered into any contract or agree, in writing or otherwise, to take any of the actions described above in this Section 6.8, or any action that would make any of its representations or warranties contained in this Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants hereunder.

6.9 Material Contracts.

(a) Section 6.9 of the Parent Disclosure Schedule provides a true and complete list of each of the following contracts to which Parent or any of its Subsidiaries is party other than this Agreement (collectively, the “Parent Material Contracts”):

(i) All leases for real property used by Parent or any of its Subsidiaries and all leases of personal property and any Contract affecting any right, title or interest in or to real property;

(ii) All Contracts with Persons who are Service Providers, and all Parent Plans;

(iii) Any Contract involving financing or borrowing of money, or evidencing indebtedness; any liability for borrowed money; any letters of credit; any obligation for the deferred purchase price of property in excess of $25,000; or guaranteeing in any way any Contract in connection with any Person;

(iv) Any joint venture, partnership, cooperative arrangement or any other Contract involving a sharing of profits;

(v) Any Contract with any Governmental Authority;

(vi) Any Contract with respect to the discharge, storage or removal of effluent, waste or pollutants;

(vii) Any Contract for the purchase or sale of any Parent Assets or assets of or any of its Subsidiaries other than in the ordinary course of business or for the option or preferential rights to purchase or sell any Parent Assets or assets of or any of its Subsidiaries;

(viii) Any Contract containing covenants not to compete in any line of business or with any Person in any geographical area or that would otherwise result in Parent or any of its Subsidiaries being bound by, or subject to, any non-compete or other restriction on the operation or scope of its businesses, including the Parent Business;

(ix) Any Contract related to the acquisition of a business or the equity of any other Entity or the sale of Parent or any of its Subsidiaries or any of the Parent Assets or any assets of any of its Subsidiaries;

(x) Any other Contract which (i) provides for payment or performance by either party thereto having an aggregate value of $25,000 or more; (ii) is not terminable without payment

or penalty on thirty (30) days (or less) notice; or (iii) is between, inter alia, Parent or any of its Subsidiaries and an Affiliate thereof;

(xi) Any proposed arrangement of a type that, if entered into, would be a Contract described in any of Section 6.9(a)(i) through 6.9(a)(x) above.

(b) True and complete copies of each written Parent Material Contract and true and complete written summaries of each oral Parent Material Contract (including all amendments, supplements, modifications and waivers thereto) have been provided to AHP by Parent.

(c) Each Parent Material Contract is currently valid, in full force and effect, and is enforceable by Parent or its Subsidiaries, as applicable, in accordance with its terms.

(d) Neither Parent nor any of its Subsidiaries is in default, and no party has notified Parent or any of its Subsidiaries in writing that Parent or any of its Subsidiaries is in default, under any Parent Material Contract. No event has occurred, and no circumstance or condition exists, that might, with or without notice or lapse of time:

(i) result in a violation or breach of any of the provisions of any Parent Material Contract;

(ii) give any Person the right to declare a default or exercise any remedy under any Parent Material Contract;

(iii) give any Person the right to accelerate the maturity or performance of any Parent Material Contract or to cancel, terminate or modify any Parent Material Contract; or

(iv) otherwise have a Parent Material Adverse Effect in connection with any Parent Material Contract.

(e) Neither Parent nor any of its Subsidiaries has waived any of its rights under any Parent Material Contract.

(f) The performance of the Parent Material Contracts will not result in any violation of or failure by Parent or any of its Subsidiaries to comply in all material respects with any Legal Requirement.

(g) The Parent Material Contracts constitute all of the Contracts necessary to enable Parent and its Subsidiaries to conduct the Parent Business in the manner in which such Parent Business is currently being conducted.

(h) The consummation of the Merger shall not result in Parent or any of its Subsidiaries being bound by, or subject to, any non-compete or other restriction on the operation or scope of its businesses, including the Parent Business.

6.10 Title; Sufficiency; Condition of Assets. Parent or its Subsidiaries has good and marketable title to or, in the case of leased property and assets, has valid and enforceable leasehold interests in, all of the Assets and properties reasonably necessary for the conduct of the Parent Business as presently conducted, in each case free and clear of all Encumbrances other than Permitted Encumbrances. No Assets,

licenses or other rights that are used in the Parent Business are held by any stockholder of Parent or any Affiliate of any such stockholder.

6.11 Leased Real Property.

(a) Neither Parent nor any of its Subsidiaries owns or has ever owned any real property. Parent or its Subsidiaries have a valid and binding leasehold interest in each of the leased real properties (collectively, the “Parent Facilities”) listed in Section 6.11 of the Parent Disclosure Schedule, free and clear of any Encumbrances, except for Parent Facility Leases and Permitted Encumbrances. Each lease, including all amendments thereto (excluding subordination and non-disturbance agreements, which will be delivered to AHP on or before Closing), evidencing such leased real property (the “Parent Facility Leases”) is also listed in Section 6.11 of the Parent Disclosure Schedule. Section 6.11 of the Parent Disclosure Schedule sets forth, in respect of each Parent Facility Lease, the date and name of the parties to such Parent Facility Lease, description of the leased premises, the commencement and expiration dates of the lease term and any renewal terms, the amount of monthly or annual rental payments, the amount of the security deposit, and the status of rental payments, including any rental payments in arrears, any prepaid rent and the date through which rent is paid as of the Signing Date. Parent or its Subsidiaries presently occupies each of the Parent Facilities free of any subleases, occupancy agreements, licenses, concessions or other similar agreements granting to any party or parties (other than Parent, its Subsidiaries or the applicable landlord) a right of use or occupancy of any portion of any Parent Facility. Parent’s or its Subsidiaries’ possession and quiet enjoyment of Parent Facilities under each of Parent Facility Leases has not been disturbed and there are no material disputes with respect to any of Parent Facility Leases. Each Parent Facility Lease is valid and in full force and effect, and, to Parent’s Knowledge, no default or event which with the giving of notice or the passage of time, or both, will constitute default has occurred under any Parent Facility Lease or been claimed to have occurred by either the landlord or the tenant thereunder. All Parent Facilities and tenant improvements located on or within such leased real property are adequate and suitable for the purposes for which they are currently being used and there are no deferred maintenance or repair items at any Parent Facility in excess of $25,000. No security deposit or portion thereof deposited with respect to any Parent Facility Lease has been applied in respect of a breach of or default under any of Parent Facility Leases that has not been re-deposited in full. Neither Parent nor any of its Subsidiaries owes and will not in the future owe any brokerage commissions or finder’s fees with respect to any of Parent Facility Leases. There are no material unsatisfied capital expenditure requirements or remodeling obligations of Parent or any of its Subsidiaries under any of Parent Facility Leases, other than ordinary maintenance and repair obligations. Neither Parent nor any of its Subsidiaries has assigned, transferred, sublet, or granted any person the right to use or occupy any of Parent Facilities arising under Parent Facility Leases or granted any other security interest in any Parent Facility Lease or any interest therein. Neither Parent nor any of its Subsidiaries has made any material modifications to Parent Facilities that will be required to be restored or otherwise removed at the expiration or termination of any Parent Facility Lease.

(b) Neither Parent nor any of its Subsidiaries has any leasehold interest in any leased real property other than Parent Facilities. Prior to the Signing Date, Parent has provided AHP with true, correct and complete copies of all Parent Facility Leases, including all amendments and supplements thereto. The Parent Facility Leases constitute all of the written and oral agreements of any kind for the leasing, rental, use or occupancy of leased real property to which Parent or any of its Subsidiaries is a party. The Parent Facility Leases are the result of bona fide arm’s length negotiations between the parties thereto. No delivery date of any Parent Facilities under any Parent Facility Leases has been accelerated and the premises not yet delivered.

(c) To Parent’s Knowledge, neither Parent nor any of its Subsidiaries has received any written notice that its occupancy, use or the condition of any Parent Facility is in material violation of any

Applicable Laws, zoning ordinances or land use restrictions. Each Parent Facility is in good and operable condition and repair and in material compliance with all Applicable Laws.

(d) Parent does not know of any facts that would adversely affect the possession, use or occupancy of any of any leased real property or any Parent Facility. No portion of any leased real property nor any Parent Facility is currently subject to any condemnation proceedings, and, to the Knowledge of Parent, no condemnation or taking is threatened or contemplated.

6.12 Intellectual Property.

(a) Section 6.12 of the Parent Disclosure Schedule sets forth an accurate and complete list and description of (i) all Registered Intellectual Property Rights owned or held by or on behalf of Parent or any of its Subsidiaries, and (ii) all trade and corporate names and all material unregistered trademarks and service marks owned or used by Parent or any of its Subsidiaries (collectively, the “Parent Registered Intellectual Property Rights”), specifying as to each such item: the name of the applicant/registrant and current owner, the jurisdictions by or in which each such Parent Registered Intellectual Property Right has been issued or registered or in which an application for such issuance or registration has been filed (or, for domain names, the applicable registrar), the respective registration or application numbers, the dates of issuance, registration or filing, and the prosecution status. Parent or its Subsidiaries are listed in the record of the appropriate Governmental Authority as the sole owner of each item of Parent Registered Intellectual Property Rights (except in the case of unregistered trademarks and service marks).

(b) Each item of Parent Intellectual Property is owned solely by or is duly and validly licensed to Parent or its Subsidiaries for use in the manner currently used by Parent or its Subsidiaries in the conduct of the Parent Business, free and clear of any Encumbrances, except for non-exclusive licenses granted to end-user customers in the ordinary course of business. Each item of Parent Intellectual Property owned by Parent or its Subsidiaries is valid, subsisting, in full force and effect and, to Parent’s Knowledge, none is involved in any interference, reexamination, cancellation, or opposition proceeding, or any other currently pending or threatened proceeding or claim challenging the ownership, use, validity or enforceability of any such item of Parent Intellectual Property. The Parent Intellectual Property constitutes all of the Intellectual Property and Intellectual Property Rights used in or reasonably necessary for the conduct of the Parent Business.

(c) No Person who has licensed Intellectual Property to Parent or any of its Subsidiaries has ownership rights or license rights to improvements made by Parent or any of its Subsidiaries in such Intellectual Property pursuant to the terms of such license. Neither Parent nor any of its Subsidiaries has transferred ownership of, or granted any exclusive license of or right to use, or authorized the retention of any exclusive rights to use or joint ownership of, any Intellectual Property Rights that are included in Parent Intellectual Property to any Person.

(d) All material registration, maintenance and renewal fees due and payable in connection with each item of Parent Registered Intellectual Property Rights have been paid and all documents and certificates necessary to maintain such Parent Registered Intellectual Property Rights have been timely filed with the relevant Government Authority, including the United States Patent and Trademark Office (the “PTO”), the U.S. Copyright Office, or their respective counterparts in any relevant foreign jurisdiction, as the case may be. To Parent’s Knowledge, there are no actions that must be taken by Parent or any of its Subsidiaries within one hundred and twenty (120) days following the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any responses to offices actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting, preserving or renewing any Parent Registered Intellectual Property Rights. Parent or its Subsidiaries has timely recorded an assignment of each Registered Intellectual Property Right assigned to

Parent or any of its Subsidiaries, if any, with the relevant Governmental Authority, including the PTO, the U.S. Copyright Office or their respective counterparts in any relevant foreign jurisdiction, as the case may be. All Parent Registered Intellectual Property Rights were prosecuted and recorded in good faith and in compliance with all applicable rules, policies and procedures of any applicable Governmental Authority.

(e) Parent and its Subsidiaries have taken commercially reasonable steps sufficient to maintain and protect the secrecy, confidentiality, value and Parent’s and its Subsidiaries’ rights in all Confidential Information and Trade Secrets of Parent and its Subsidiaries, respectively. Since December 31, 2012, neither Parent nor any of its Subsidiaries has received written notice of any misappropriation or unauthorized disclosure of any Trade Secret or Confidential Information related to the Parent Business, the Parent Assets or the assets of any of its Subsidiaries, or any violation or breach of obligations of confidentiality with respect to such, nor does Parent have Knowledge of any basis for such misappropriation, unauthorized disclosure, violation or breach.

(f) The operation of the Parent Business does not infringe or misappropriate any Intellectual Property Rights of any Person, violate any right of any Person (including any right to privacy or publicity) or constitute unfair competition or trade practices under the laws of any jurisdiction. Neither Parent nor any of its Subsidiaries has received written notice from any Person claiming that such operation or any Parent Product infringes or misappropriates any Intellectual Property Rights of any Person, violate any right of any Person (including any right to privacy or publicity) or constitutes unfair competition or trade practices under the laws of any jurisdiction (nor does Parent have Knowledge of any basis therefor). Neither Parent nor any of its Subsidiaries incorporates or uses the content or images of any third party in any software or website owned or licensed by Parent or any of its Subsidiaries.

(g) To Parent’s Knowledge, no Person is violating, infringing or misappropriating any Parent Intellectual Property. Neither Parent nor any of its Subsidiaries has made any such claims against any Person with respect to any Parent Intellectual Property, and neither Parent nor any of its Subsidiaries has invited any Person to take a license, authorization, covenant not to sue or the like with respect to any Parent Intellectual Property.

(h) There are no Proceedings to which Parent or any of its Subsidiaries is a party before any Governmental Authority (including before the PTO) anywhere in the world related to any of the Parent Intellectual Property, including any Parent Registered Intellectual Property Rights and, to Parent’s Knowledge, no such Proceedings are threatened.

(i) No Parent Intellectual Property or Parent Product is subject to any Proceeding or any outstanding Order that restricts the use, transfer or licensing thereof by Parent or any of its Subsidiaries or that would reasonably be expected to adversely affect the validity, use or enforceability of such Parent Intellectual Property.

(j) Neither this Agreement nor the consummation of the Merger will (i) result in any loss of, or give rise to a right to modify or terminate the right to use, any material Parent Intellectual Property, (ii) result in (x) Parent or any of its Subsidiaries granting to any Person any license, covenant not to sue, immunity or other right with respect to any Parent Intellectual Property, including any release of Parent Intellectual Property from escrow; (y) Parent, any of its Subsidiaries or any of their respective Affiliates being bound by, or subject to, any non-compete or other restriction on the operation or scope of their businesses, including the Parent Business; or (z) Parent, any of its Subsidiaries or any of their respective Affiliates being obligated to pay any royalties or other amounts to any Person.

(k) No current or former Service Provider of Parent or any of its Subsidiaries: (i) is, to Parent’s Knowledge, in violation of any term or covenant of any employment contract, consulting

contract, services contract, statement of work, patent disclosure agreement, invention assignment agreement, non-disclosure agreement, non-competition, non-solicitation agreement or any other contract or agreement with any other party by virtue of such Service Provider’s being employed by, retained or engaged by, or performing services for, Parent or any of its Subsidiaries; or (ii) to Parent’s Knowledge has developed any technology, software or other copyrightable, patentable, or otherwise proprietary work for Parent or any of its Subsidiaries that is subject to any agreement executed prior to the termination of such Service Provider’s employment or other service to Parent or any of its Subsidiaries (or executed after the termination of such Service Provider’s employment or other service to Parent or any of its Subsidiaries) under which such Service Provider has assigned or otherwise granted to any third party any rights (including any Intellectual Property Rights) in or to such technology, software or other copyrightable, patentable or otherwise proprietary work.

(l) Parent and its Subsidiaries have taken commercially reasonable steps to preserve and maintain all the interests and proprietary rights of Parent and its Subsidiaries in, to and under the Parent Intellectual Property.

(m) Section 6.12 of the Parent Disclosure Schedule lists all software that is distributed as “free software” or “open source software,” or under any licensing or distribution model that purports to require, as a condition of use, modification and/or distribution of such software, that such software or other software incorporated into, derived from, or distributed with such software be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no or minimal charge, or any license listed at www.opensource.org (collectively, “Open Source Software”) incorporated into, integrated or bundled with, linked to or otherwise used in or in the development of any Parent Product (or any part thereof) or otherwise used in any manner that may subject any Parent Product, in whole or in part, to all or part of any license obligations of any Open Source Software. To the extent that Open Source Software is incorporated in any Parent Products, neither Parent nor any of its Subsidiaries is required directly or indirectly to grant, or purport to grant, to third parties, by virtue of intermingling or integration of such software with any Parent Products, any rights or immunities under any Parent Products. Parent and its Subsidiaries have established a commercially reasonable policy that is designed to identify Open Source Software used by or for Parent or any of its Subsidiaries. With respect to any Open Source Software that is or has been used by or for Parent or any of its Subsidiaries in any way, Parent and its Subsidiaries have been and are in compliance with all applicable licenses with respect thereto, including all copyright notice and attribution requirements.

(n) Neither Parent nor any of its Subsidiaries has (i) licensed any of the software included in any Parent Products or Parent Intellectual Property in source code form to any Person, or (ii) entered into any escrow agreements with respect to any such software. No event has occurred, and no circumstances or conditions exist, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure or delivery by Parent or any of its Subsidiaries (or any Person acting on behalf of Parent or any of its Subsidiaries) of any source code included in any Parent Products or Parent Intellectual Property, other than pursuant to agreements with Service Providers engaged in development activities for Parent or any of its Subsidiaries in the ordinary course of business.

6.13 Service Providers.

(a) Service Providers and Contracts. No Service Provider of Parent or any of its Subsidiaries has been granted the right to continued employment by Parent or any of its Subsidiaries, as applicable, or to any compensation following termination of employment with Parent or any of its Subsidiaries. Parent does not have any Knowledge that any Service Provider of Parent or any of its Subsidiaries intends to terminate his or her employment or other engagement with Parent or any of its

Subsidiaries, nor does Parent or any of its Subsidiaries have a present intention to terminate the employment or engagement of any Service Provider.

(b) Compensation. Parent has made available to AHP an accurate, correct and complete list of all:

(i) current Service Providers of Parent and its Subsidiaries, including each Service Provider’s name, title or position, present annual compensation (including bonuses, commissions and deferred compensation), accrued and unused paid vacation and other paid leave, years of service, interests in any incentive compensation plan, and estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise),

(ii) individuals who are currently performing services for Parent or any of its Subsidiaries related to the Parent Business who are classified as “consultants” or “independent contractors,”

(iii) bonuses, severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (as a result of the Merger), any present or former Service Provider since the Balance Sheet Date,

(iv) increases in any Service Provider’s wage, salary or other compensation since the Balance Sheet Date, and

(v) increases or changes in any other benefits or insurance provided to any Service Provider since the Balance Sheet Date. No Service Provider of Parent or any of its Subsidiaries is eligible for payments that would constitute “parachute payments” under Section 280G of the Code.

(c) Disputes. There are no claims, disputes or controversies pending or, to Parent’s Knowledge, threatened involving any Service Provider or group of Service Providers. Since January 1, 2017, neither Parent nor any of its Subsidiaries has suffered or sustained any work stoppage and no such work stoppage is threatened.

(d) Wage and Hour Liabilities. Neither Parent nor any of its Subsidiaries has (i) any overtime, meal period, break period, hours of service or wage and hour obligation or liability of whatsoever kind with respect to any of its past or current Service Providers or any liability for failure to comply with any Applicable Law relating to any of the foregoing, or (ii) any obligation or liability for any payment to any trust, pension or other fund, including union trust funds, or to any governmental or administrative authority, with respect to unemployment compensation benefits, workers’ compensation benefits, social security, disability or other benefits for its Service Providers (other than routine payments to be made in the normal course of business and consistent with past practice).

(e) Labor Relations. There are no strikes, slowdowns, work stoppages or material labor relations controversies pending or, to the Knowledge of Parent, threatened between Parent or any of its Subsidiaries, on one hand, and any of their respective Service Providers, and neither Parent nor any of its Subsidiaries has experienced any such strike, slowdown, work stoppage or material controversy within the past three (3) years.

any of its Subsidiaries, as applicable, and are not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. Neither Parent or nor any of its Subsidiaries knowingly utilizes or continues to utilize contractors who fail to comply with Form I-9, Employment Eligibility Verification, obligations relating to the contractor’s employees or who otherwise fail to comply with U.S. immigration laws. Since January 1, 2015, neither Parent nor any of its Subsidiaries has received any notices from the Social Security Administration or the U.S. Department of Homeland Security regarding a “mismatch” of employee names and Social Security Numbers or employee names and immigration-related documents.

(g) FLSA. Since January 1, 2016, for purposes of the Fair Labor Standards Act of 1938, as amended (the “FLSA”), and all other Applicable Laws, (i) all individuals characterized and treated by Parent or any of its Subsidiaries as consultants or independent contractors are properly treated as independent contractors; (ii) all current or former employees compensated on a commission or piecework basis qualify or qualified for an applicable exemption, including Section 7(i) of the FLSA; and (iii) all current and former employees classified as exempt under the FLSA and Applicable Laws are or have been properly classified.

(h) Compliance with Legal Requirements. Since January 1, 2018, Parent and its Subsidiaries have complied in all material respects with all Legal Requirements related to the employment or engagement of their respective Service Providers, including provisions related to wages, hours, leaves of absence, equal opportunity, occupational health and safety, workers’ compensation, severance, employee handbooks or manuals, collective bargaining and the payment of social security and other Taxes.

6.14 Parent Benefit Plans.

(a) Section 6.14 of the Parent Disclosure Schedule lists each employee benefit plans, as that term is defined in Section 3(3) of ERISA, and fringe benefit plans, as that term is defined in Section 6039D(d) of the Internal Revenue Code, which now are or ever have been maintained by Parent or any of its Subsidiaries, or by any trade or business, whether or not incorporated (an “Parent ERISA Affiliate”), or to which any Parent ERISA Affiliate now has or since December 31, 2017 has had an obligation to contribute (the “Parent Plans”). Section 6.14 of the Parent Disclosure Schedule identifies each of the Parent Plans that is an “employee welfare benefit plan,” or “employee pension benefit plan” as such terms are defined in Sections 3(1) and 3(2) of ERISA (the “ERISA Plans”). No event has occurred nor has there been any omission which would result in violation of any laws, rulings, or regulations applicable to any employee benefit plan. There are no claims pending or, to the Knowledge of the Parent, threatened with respect to any employee benefit plan, other than claims for benefits by employees, beneficiaries, or dependents arising in the normal course of the operation of any such plan.

(b) Each Parent Plan that is intended to be qualified under Section 401(a) or 401(k) of the Internal Revenue Code is identified as a “Qualified Plan” on the schedule of employee benefit plans and has in fact been so qualified from the effective date of its establishment and continues to be so qualified. No event or omission has occurred which would cause any such plan to lose its qualification under Section 401(a) or 401(k) of the Internal Revenue Code, or which would cause the Parent to incur liability for any excise tax under the Internal Revenue Code with respect to the maintenance, operation, or any other aspect of any such Qualified Plan.

(c) With respect to each “group health plan” (as defined in Section 607(1) of ERISA) that has been maintained by the Parent, all notices required pursuant to Section 606 of ERISA have been provided on a timely basis and each such plan has otherwise complied in all material respects with the requirements of Sections 606 through 608 of ERISA.

(d) With respect to each Parent Plan maintained by the Parent within the three years preceding the Closing, complete and correct copies of the following documents have been delivered to the Acquirer: (i) all documents embodying or governing such Parent Plan; (ii) the most recent IRS determination letter with respect to such Parent Plan; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such Parent Plan; (v) the summary plan description for such Parent Plan; and (vi) any insurance policy related to such Parent Plan.

(e) All contributions and premiums that Parent, any of its Subsidiaries or any Parent ERISA Affiliate is required to pay under the terms of each of the ERISA Plans and Sections 412, 430 and 431 of the Code, if any, have, to the extent due, been paid in full or properly recorded on the financial statements or records of Parent or any of its Subsidiaries, and none of the ERISA Plans or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in Section 306(a) of ERISA and Section 431 of the Code), or any “unpaid minimum required contribution” (as defined in Section 4971(c) of the Code) whether or not waived, as of the last day of the most recent fiscal year of each of the ERISA Plans ended prior to the Signing Date. No lien has been imposed under Section 430(k)(n) of the Code or Section 306(g) of ERISA on the Parent Assets or any Parent ERISA Affiliate, and no event or circumstance has occurred that is reasonably likely to result in the imposition of any such lien on any such assets on account of any ERISA Plan.

(f) All contributions or other amounts withheld from any employee’s pay for deposit in a 401(k) plan or for payment of any health or insurance premiums or for any other purpose with respect to a Parent Plan have been timely deposited or transmitted to an insurance company in accordance with ERISA and applicable Department of Labor regulations and guidance.

(g) Each of the Parent Plans has been operated and administered in all material respects in accordance with its terms and Applicable Laws, including ERISA and the Code.

6.15 Compliance with Laws; Governmental Approvals. Neither Parent nor any of its Subsidiaries is now, or during the past five (5) years has been, in conflict with, or in default, breach or violation of, in any material respect, any Legal Requirement applicable to Parent or any of its Subsidiaries, as applicable, or by which any Parent Asset is bound, subject or affected, and Parent and its Subsidiaries have filed all material reports, data and other information required to be filed with any Governmental Authority. Parent and its Subsidiaries are in possession of all Governmental Approvals reasonably necessary for Parent or any of its Subsidiaries, as applicable, to own, lease and operate its properties or to carry on the Parent Business. No suspension or cancellation of any Governmental Approvals is pending or, to the Knowledge of Parent, threatened, and, other than FINRA, no Governmental Approval is required to be obtained or filed in connection with the execution and delivery of this Agreement and the other Transaction Documents. Since January 1, 2017, neither Parent nor any of its Subsidiaries has received written notice or communication from any Person of any inquiry, proceeding or investigation by any Governmental Authority alleging or based upon a violation of any Legal Requirement by Parent or any of its Subsidiaries or that involves services furnished or data submitted by Parent or any of its Subsidiaries.

(a) Since January 1, 2018, no Governmental Authority or other Person has conducted, or has given Parent or any of its Subsidiaries any notice or communication that it intends to conduct, any audit or other review of Parent’s or any of its Subsidiaries’ services to any of its customers with regard to such customer’s participation in, provision of services under, or submission of data in connection with the Medicare or similar state programs, and no such audit or review would reasonably be expected to result in any liability to Parent or any of its Subsidiaries for any reimbursement, penalty or interest with respect to payments received by Parent or any of its Subsidiaries. To Parent’s Knowledge, other than normal claims disputes, none of Parent’s or any of its Subsidiaries’ customers has any reimbursement or payment rate

appeals, disputes or contested positions currently pending before any Governmental Authority or with any other third-party payor. Neither Parent nor any of its Subsidiaries has on behalf of any of its customers submitted any false or fraudulent claim to any third party and has not received any notice from any third party for any allegation of a billing mistake, overpayment claim, false claim or fraud by Parent or any of its Subsidiaries. All billing practices of Parent and its Subsidiaries have been true, fair and correct and in compliance with all Applicable Laws, and neither Parent nor any of its Subsidiaries have billed for or received any payment or reimbursement in excess of amounts permitted by Applicable Laws. Neither Parent nor any of its Subsidiaries has knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for the purpose of making or receiving any referral, that violated any applicable federal or state self-referral or anti-kickback law (including 42 U.S.C. § 1320a-7b(b)), rule, regulation, and Governmental Authority instructions and guidance. Parent and its Subsidiaries have complied with all applicable security and privacy standards regarding protected health information under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and all Applicable Laws relating to data privacy and security. The Parent Business is being conducted in material compliance with all Legal Requirements, including those relating to licensing and Governmental Approvals. Neither Parent nor any of its Subsidiaries has been subject to a corporate integrity agreement, deferred prosecution agreement, consent decree or settlement agreement with or sanction by any Governmental Authority. If required consents timely are obtained and required notices timely are given, the consummation of the Merger will not adversely affect the reimbursement of Parent’s or any of its Subsidiaries’ customers by any third party payor. Neither Parent nor any of its Subsidiaries is engaged in the practice of medicine, directly or indirectly provides medical or clinical services or is a risk-bearing organization.

6.16 Litigation. There is no Proceeding pending or, to the Knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries, any Parent Asset or the ability of Parent or any of its Subsidiaries to consummate the Merger. None of Parent, any of its Subsidiaries or any Parent Asset is subject to any Order or any proposed Order that would prevent or delay the consummation of the Merger or would have a material adverse effect on the Parent Assets, the Parent Business or the ability of Parent to consummate the Merger.

6.17 Taxes.

(a) Each of, Parent and its Subsidiaries have filed all Tax Returns in all jurisdictions in which Tax Returns are required to be filed by Parent and its Subsidiaries, and all such Tax Returns are true, correct and complete in all material respect. Parent and its Subsidiaries have paid all Taxes required to be paid whether or not shown to be due on such Returns. Copies of all Tax Returns for the three (3) most recent years ending prior to the Signing Date, together with copies of all other Tax Returns, have been made available to AHP.

(b) Parent and its Subsidiaries have withheld or paid, with respect to their respective employees, all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld.

(c) Since December 31, 2013, neither Parent nor any of its Subsidiaries has been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, assessed or, to the Knowledge of Parent, proposed against Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has executed any unexpired waiver of any statute of limitations on or extension of any period for the assessment or collection of any Tax.

(d) No audit or other examination of any Tax Return of Parent or any of its Subsidiaries by any Tax Authority is presently in progress, nor has Parent or any of its Subsidiaries been

notified in writing of any request for such an audit or other examination. No claim has been made in writing by any Governmental Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns that Parent or such Subsidiary is or may be subject to taxation by that jurisdiction.

(e) No adjustment relating to any Tax Returns filed or required to be filed by Parent or any of its Subsidiaries has been proposed in writing by any Tax Authority to Parent or any of its Subsidiaries or any representative thereof.

(f) Neither Parent nor any of its Subsidiaries has any liability for any unpaid Taxes (whether or not shown to be due on any Tax Return) which has not been accrued for or reserved on their respective balance sheets as of the Balance Sheet Date in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent or any of its Subsidiaries. There are no Encumbrances with respect to Taxes on any of the Parent Assets, other than Encumbrances which are not individually or in the aggregate material, or customary Encumbrances for current Taxes not yet due and payable.

(g) Neither Parent nor any of its Subsidiaries (A) has ever been a member of a consolidated group other than a consolidated group of which Parent is the parent corporation, or (B) has any liability for the Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Parent nor any of its Subsidiaries is a party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement (other than such agreements existing as of the Signing Date between current members of Parent’s affiliated group).

(h) To the Knowledge of Parent, none of the Parent Assets are tax-exempt use property within the meaning of Section 168(h) of the Code.

(i) Parent and its Subsidiaries are in full compliance with all terms and conditions of any Tax exemptions, Tax holiday or other Tax reduction agreement or order of a territorial or foreign government and the consummation of the Merger will not have any material adverse effect on the continued validity and effectiveness of any such Tax exemptions, Tax holiday or other Tax reduction agreement or order.

(j) Neither Parent nor any of its Subsidiaries has with respect to any open taxable period applied for and been granted permission to adopt a change in their respective methods of accounting requiring adjustments under Section 481 of the Code or comparable Applicable Law.

(k) Neither Parent nor any of its Subsidiaries is a partner or owner in any entity classified as a partnership for federal income tax purposes.

(l) Neither Parent nor any of its Subsidiaries is classified as a disregarded entity for federal and state income Tax purposes. Neither Parent nor any of its Subsidiaries has made an election under Treasury Regulations Section 301.7701-3 with respect to itself or any Entity.

(m) No equity options, equity appreciation rights or other equity based awards issued or granted by Parent are not in material compliance with Code Section 409A. Each “nonqualified deferred compensation plan” (as such term is defined in Code Section 409A and the guidance thereunder) under which Parent or any of its Subsidiaries makes or is obligated to make payments is in good faith operational compliance with the requirements of Code Section 409A and the guidance thereunder. No payment to be made by Parent or any of its Subsidiaries is or will be subject to penalties of Code Section 409A.

(n) Neither Parent nor any of its Subsidiaries will be required to include any material item of income in, or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting, (B) closing agreement, (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the IRC (or any similar provision of state, local or foreign law), (D) installment sale or open transaction disposition made on or prior to the Closing Date, or (E) prepaid amount received on or prior to the Closing Date outside of the ordinary course of business.

(o) Neither Parent nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1).

(p) Neither Parent nor any of its Subsidiaries has distributed stock of another Person, and neither Parent nor any of its Subsidiaries has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code in the two (2) years prior to the Closing Date or that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Code Section 355(e)) that includes the transactions contemplated by this Agreement.

(q) Neither Parent nor any of its Subsidiaries is or has been at any time during the past five years a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(r) To the best of Parent’s Knowledge, there is no property or obligation of it, any of its Subsidiaries or any of their respective Affiliates, including uncashed checks to vendors, customers or employees, non-refunded overpayments, or unclaimed subscription balances, that is escheatable or reportable as unclaimed property to any state, municipality or other governmental agency or Tax Authority under any applicable escheatment or unclaimed property Legal Requirements.

6.18 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger based upon arrangements made by or on behalf of Parent, any of its Subsidiaries or any of their respective Affiliates.

6.19 Transactions with Affiliates. Except as set forth on Section 6.19 of the Parent Disclosure Schedule, there are no existing contracts, Merger, indebtedness or other arrangements, or any related series thereof, between Parent, on the one hand, and any of the directors, officers or other Affiliates of Parent, on the other hand.

6.20 Insurance Policies. Parent has made available to AHP true and correct copies of all policies of insurance maintained by Parent and its Subsidiaries covering or affecting Parent, its Subsidiaries, the Parent Business or any of the Parent Assets. All such policies are valid, outstanding and enforceable and neither Parent nor any of its Subsidiaries has agreed to modify or cancel any of such insurance policies prior to the Signing Date, and no such entity has received notice of any actual or threatened modification or cancellation of any such insurance. All premiums due and payable on or prior to the Signing Date for such insurance policies have been duly paid.

6.21 Bank Accounts. Parent has provided to AHP the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which Parent and its Subsidiaries maintain any deposit or checking account, the account numbers of all such accounts and the names of all persons authorized to draw thereon or make withdrawals therefrom.

6.22 Powers of Attorney. There are no Persons who hold general or special powers of attorney from Parent or any of its Subsidiaries.

6.23 Certain Securities Law Matters.

(a) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to Parent or, to Parent’s Knowledge, any Parent Covered Person (as defined in Rule 506(d)), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) is applicable.

(b) Parent has filed all reports, schedules, forms, statements and other documents required to be filed by Parent under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve (12) months preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension or further extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Parent and its consolidated subsidiaries and affiliates as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

6.24 Copies Complete. The copies of all Parent Material Contracts, Organizational Documents of Parent and its Subsidiaries and all other leases, instruments, agreements, licenses, permits, certificates, site assessments, corporate records or other documents (including those which are not fully executed and/or are undated) that have been delivered or made available to AHP in connection with the Merger are complete and accurate and are true and correct copies of the fully executed originals thereof.

6.25 Full Disclosure.

(a) Neither this Agreement nor any of the other Transaction Documents, (i) contains or will contain as of the Closing Date any untrue statement of fact or (ii) omits or will omit to state any material fact necessary to make any of the representations, warranties or other statements or information contained herein or therein (in light of the circumstances under which they were made) not misleading.

(b) All of the information set forth in the Parent Disclosure Schedule and provided to AHP or AHP’s counsel in connection with the Merger is accurate, correct and complete in all material respects.

ARTICLE 7.
Representations and Warranties of AHP AND Shareholder Representative NTD:

Except as previously provided to or disclosed to Parent or as set forth in the corresponding sections of the disclosure schedule of AHP delivered to Parent concurrently with the execution and delivery of this

Agreement (the “AHP Disclosure Schedule”), AHP and Shareholders’ Representative on behalf of the AHP Shareholders hereby jointly and severally represents and warrants to Parent that, as of the Signing Date and as of the Closing Date:

7.1 Organization and Qualification. AHP is a corporation duly organized, validly existing and in good standing under the laws of the State of California. AHP has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted. AHP is duly qualified or licensed as a foreign corporation or other entity (and, as of the Closing Date will be duly qualified as a foreign corporation or other entity) to conduct business and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary or where the failure to so qualify would not reasonably be expected to result in an AHP Material Adverse Effect.

7.2 Authority; Capacity. AHP has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its or their obligations hereunder, and to consummate the Merger. The execution and delivery of this Agreement and the other Transaction Documents and the consummation by AHP of the Merger have been, or will be as of the Closing Date, duly and validly authorized by all requisite actions and no other corporate or other proceedings on the part of AHP are necessary to authorize this Agreement or to consummate the Merger. This Agreement, the Transaction Documents and the consummation of the Merger have been unanimously approved by AHP’s Board of Directors and will be, as of the Closing Date, approved by the AHP Stockholders. This Agreement has been and, at Closing, the other Transaction Documents will be, duly and validly executed and delivered by AHP. This Agreement constitutes and, at Closing, together with the other Transaction Documents, will constitute the legal, valid and binding obligation of AHP, enforceable against AHP in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the availability of equitable remedies and defenses.

7.3 Capitalization; Ownership of AHP; Debt.

(a) Section 7.3(a) of the AHP Disclosure Schedule sets forth the authorized and outstanding capital of AHP, the names of the holders of all of the issued and outstanding AHP capital stock owned by the AHP Stockholders and the number of shares and series or class of AHP capital stock so owned. Each share of the capital stock or equity interest of AHP is duly and validly authorized and issued, fully paid and nonassessable, and was not issued in violation of any preemptive rights of any stockholder or member of AHP. All of the issued and outstanding shares of capital stock or equity interests of AHP has been issued in accordance with all applicable federal and state securities Laws and each shareholder is an “accredited investor” as defined in the Securities Act of 1933.

(b) Except as set forth in Section 7.3(b) of the AHP Disclosure Schedule, there are no (i) outstanding securities of AHP convertible into or exchangeable for any capital stock or other equity interests or securities of AHP; (ii) preemptive, registration or similar rights on the part of any holder of any class of securities of AHP; (iii) subscriptions, options, warrants, conversion, exchange or other rights, agreements or commitments of any kind relating to or obligating AHP to issue, sell, purchase or redeem, or cause to be issued, sold, purchased or redeemed, any shares of capital stock or other equity interests of AHP or any securities convertible into or exchangeable for any such shares or interests; (iv) other than this Agreement, stockholder agreements, buy-sell agreements, voting agreements, voting trusts or other agreements or understandings relating to the voting, purchase, transfer, redemption or other acquisition of any shares of the capital stock or other equity interests of AHP; or (v) unpaid dividends or other distributions, whether current or accumulated, due or payable on any of the capital stock or other equity interests of AHP. Except as set forth on Section 7.3(b) of the AHP Disclosure Schedule, AHP is not

obligated to redeem or otherwise acquire any of its outstanding shares of capital stock or other equity interests, and the consummation of the Merger will not trigger any such obligation.

(c) Section 7.3(c) of the AHP Disclosure Schedule sets forth as of the Signing Date a true and complete list of all Debt of AHP and AHP IPA that exceeds $5,000 individually or $10,000 in the aggregate, including the number of shares or other equity interests of AHP into which such Debt is convertible, as applicable.

7.4 No Conflicts; Required Consents. No Consents other than those set forth in Section 7.4 of the AHP Disclosure Schedule are required with respect to AHP’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the Merger. The execution, delivery and performance of this Agreement and the other Transaction Documents by AHP do not and will not, with or without notice or lapse of time,

(a) conflict with or violate the AHP Certificate of Incorporation;

(b) conflict with or violate any Legal Requirement or Government Approval applicable to AHP or and AHP IPA or by which any property or Assets of AHP is bound or affected;

(c) assuming the Consents listed in Section 7.4 of the AHP Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any Assets of AHP pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation;

(d) violate or conflict with any other restriction of any kind or character to which AHP is subject; or

(e) require AHP to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority.

7.5 No Subsidiaries1.2. AHP does not own, or have any interest in any shares or have an ownership interest in any other Person. .

7.6 Financial Statements.

(a) AHP has delivered to Parent the following financial statements (collectively, the “AHP Financial Statements”):

(i) the audited consolidated balance sheets, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows, of AHP’s and AHP IPA as of and for the fiscal years ended December 31, 2017, December 31, 2018 and December 31, 2019 and review of the third quarter 2020 interim financial statements, together with the notes thereto; NTD: Did we get third quarter review with notes and

(ii) the unaudited consolidated balance sheets, and the related unaudited consolidated statements of operations, changes in stockholders’ equity and cash flows, of AHP and AHP IPA (the “AHP Interim Balance Sheet”) as of the Balance Sheet Date.

(b) All of the AHP Financial Statements:

(i) are true, accurate and complete in all material respects;

(ii) are consistent in all material respects with the Books and Records of AHP and its Subsidiaries;

(iii) present fairly and accurately the financial condition of AHP and its Subsidiaries as of the respective dates thereof and the results of operations, changes in stockholders’ equity and cash flows of AHP for the periods covered thereby; and

(iv) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered.

7.7 Absence of Undisclosed Liabilities. Neither AHP nor AHP IPA has any Liabilities other than:

(i) those set forth in the AHP Interim Balance Sheet;

(ii) those incurred in the ordinary course of business and not required to be set forth in the AHP Interim Balance Sheet under GAAP and not in excess of an aggregate amount of $25,000;

(iii) the Debt listed in Section 7.3(c) of the AHP Disclosure Schedule;

(iv) those listed in Section 7.7 of the AHP Disclosure Schedule;

(v) those incurred in the ordinary course of business after the Balance Sheet Date and not in excess of $25,000 in the aggregate; or

(vi) those incurred in connection with the execution of any of the Transaction Documents.

7.8 Absence of Changes. Since the Balance Sheet Date, except as expressly contemplated by this Agreement, (i) AHP and AHP IPA have conducted the AHP Business in the ordinary course of business, (ii) no event or circumstance has occurred that has had or is likely to have an AHP Material Adverse Effect, and (iii) neither AHP nor AHP IPA has:

(a) Entered into any commitment or transaction in excess of $50,000 or any commitment or transaction not in the ordinary course of business;

(b) Entered into any transaction with its officers, directors, managers, members or stockholders, or their Affiliates, except pursuant to a binding agreement effective as of the Signing Date and disclosed to Parent in writing;

(c) Amended or otherwise modified the material terms of any AHP Material Contract or Governmental Approval except as approved in writing by Parent;

(d) Commenced a Proceeding other than for the routine collection of bills;

(e) Incurred any indebtedness for borrowed money or guaranteed any such indebtedness or issued or sold any debt securities or guaranteed any debt securities of others;

(f) Took any action or failed to take any action that could reasonably be expected to cause or result in an AHP Material Adverse Effect; or

(g) Entered into any contract or agree, in writing or otherwise, to take any of the actions described above in this Section 7.8, or any action that would make any of its representations or

warranties contained in this Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants hereunder.

7.9 Material Contracts.

(a) Section 7.9(a) of the AHP Disclosure Schedule provides a true and complete list of each of the following contracts to which AHP or AHP IPA is party other than this Agreement (collectively, the “AHP Material Contracts”):

(i) All leases for real property used by AHP or AHP IPA and all leases of personal property and any Contract affecting any right, title or interest in or to real property;

(ii) All Contracts with Persons who are Service Providers, and all AHP Plans;

(iv) Any joint venture, partnership, cooperative arrangement or any other Contract involving a sharing of profits;

(v) Any Contract with any Governmental Authority;

(vi) Any Contract with respect to the discharge, storage or removal of effluent, waste or pollutants;

(vii) Any Contract for the purchase or sale of any Assets of AHP or AHP IPA other than in the ordinary course of business or for the option or preferential rights to purchase or sell any Assets of AHP or AHP IPA;

(viii) Any Contract containing covenants not to compete in any line of business or with any Person in any geographical area or that would otherwise result in AHP or any of its Subsidiaries being bound by, or subject to, any non-compete or other restriction on the operation or scope of its businesses, including the AHP Business;

(ix) Any Contract related to the acquisition of a business or the equity of any other Entity or the sale of AHP or AHP IPA or any Asset of AHP or AHP IPA;

(x) Any other Contract which (i) provides for payment or performance by either party thereto having an aggregate value of $25,000 or more; (ii) is not terminable without payment or penalty on thirty (30) days (or less) notice; or (iii) is between, inter alia, AHP or AHP IPA and an Affiliate thereof;

(xi) Any proposed arrangement of a type that, if entered into, would be a Contract described in any of Section 7.9(a)(i) through 7.9(a)(x) above.

(b) True and complete copies of each written AHP Material Contract and true and complete written summaries of each oral AHP Material Contract (including all amendments, supplements, modifications and waivers thereto) have been provided to Parent by AHP.

(c) Each AHP Material Contract is currently valid, in full force and effect, and is enforceable by AHP or its Subsidiaries, as applicable, in accordance with its terms.

(d) Neither AHP nor any of its Subsidiaries is in default, and no party has notified AHP or AHP IPA in writing that AHP or AHP IPA is in default, under any AHP Material Contract. No event has occurred, and no circumstance or condition exists, that might, with or without notice or lapse of time:

(i) result in a violation or breach of any of the provisions of any AHP Material Contract;

(ii) give any Person the right to declare a default or exercise any remedy under any AHP Material Contract;

(iii) give any Person the right to accelerate the maturity or performance of any AHP Material Contract or to cancel, terminate or modify any AHP Material Contract; or

(iv) otherwise have an AHP Material Adverse Effect in connection with any AHP Material Contract.

(e) Neither AHP nor any of its Subsidiaries has waived any of its rights under any AHP Material Contract.

(f) The performance of the AHP Material Contracts will not result in any violation of or failure by AHP or AHP IPA to comply in all material respects with any Legal Requirement.

(g) The AHP Material Contracts constitute all of the Contracts necessary to enable AHP and its Subsidiaries to conduct the AHP Business in the manner in which such AHP Business is currently being conducted.

(h) The consummation of the Merger shall not result in AHP or AHP IPA being bound by, or subject to, any non-compete or other restriction on the operation or scope of its businesses, including the AHP Business.

7.10 Title; Sufficiency; Condition of Assets. AHP or its Subsidiaries has good and marketable title to or, in the case of leased property and assets, has valid and enforceable leasehold interests in, all of the Assets and properties reasonably necessary for the conduct of the AHP Business as presently conducted, in each case free and clear of all Encumbrances other than Permitted Encumbrances. No Assets, licenses or other rights that are used in the AHP Business are held by any AHP Stockholder or any Affiliate of any such stockholder.

7.11 Leased Real Property.

(a) Neither AHP nor any of its Subsidiaries owns or has ever owned any real property. AHP or its Subsidiaries has a valid and binding leasehold interest in each of the leased real properties (collectively, the “AHP Facilities”) listed in Section 7.11(a) of the AHP Disclosure Schedule, free and clear of any Encumbrances, except for AHP Facility Leases and Permitted Encumbrances. Each lease, including all amendments thereto (excluding subordination and non-disturbance agreements, which will be delivered to Parent on or before Closing), evidencing such leased real property (the “AHP Facility Leases”) is also listed in Section 7.11(a) of the AHP Disclosure Schedule. Section 7.11(a) of the AHP Disclosure Schedule sets forth, in respect of each AHP Facility Lease, the date and name of the parties to such AHP Facility Lease, description of the leased premises, the commencement and expiration dates of the lease term

and any renewal terms, the amount of monthly or annual rental payments, the amount of the security deposit, and the status of rental payments, including any rental payments in arrears, any prepaid rent and the date through which rent is paid as of the Signing Date. AHP or its Subsidiaries presently occupies each of AHP Facilities free of any subleases, occupancy agreements, licenses, concessions or other similar agreements granting to any party or parties (other than AHP, its Subsidiaries or the applicable landlord) a right of use or occupancy of any portion of any AHP Facility. AHP’s or its Subsidiaries’ possession and quiet enjoyment of AHP Facilities under each of AHP Facility Leases has not been disturbed and there are no material disputes with respect to any of AHP Facility Leases. Each AHP Facility Lease is valid and in full force and effect, and, to AHP’s Knowledge, no default or event which with the giving of notice or the passage of time, or both, will constitute default has occurred under any AHP Facility Lease or been claimed to have occurred by either the landlord or the tenant thereunder. All AHP Facilities and tenant improvements located on or within such leased real property are adequate and suitable for the purposes for which they are currently being used and there are no deferred maintenance or repair items at any AHP Facility in excess of $25,000. No security deposit or portion thereof deposited with respect to any AHP Facility Lease has been applied in respect of a breach of or default under any of AHP Facility Leases that has not been re-deposited in full. Neither AHP nor any of its Subsidiaries owes and will not in the future owe any brokerage commissions or finder’s fees with respect to any of AHP Facility Leases. There are no material unsatisfied capital expenditure requirements or remodeling obligations of AHP or AHP IPA under any of AHP Facility Leases, other than ordinary maintenance and repair obligations. Neither AHP nor any of its Subsidiaries has assigned, transferred, sublet, or granted any person the right to use or occupy any of AHP Facilities arising under AHP Facility Leases or granted any other security interest in any AHP Facility Lease or any interest therein. Neither AHP nor any of its Subsidiaries has made any material modifications to AHP Facilities that will be required to be restored or otherwise removed at the expiration or termination of any AHP Facility Lease.

(b) Neither AHP nor any of its Subsidiaries has any leasehold interest in any leased real property other than AHP Facilities. Prior to the Signing Date, AHP has provided Parent with true, correct and complete copies of all AHP Facility Leases, including all amendments and supplements thereto. The AHP Facility Leases constitute all of the written and oral agreements of any kind for the leasing, rental, use or occupancy of leased real property to which AHP or its Subsidiaries is a party. The AHP Facility Leases are the result of bona fide arm’s length negotiations between the parties thereto. No delivery date of any AHP Facilities under any AHP Facility Leases has been accelerated and the premises not yet delivered.

(c) To AHP’s Knowledge, neither AHP nor any of its Subsidiaries has received any written notice that its occupancy, use or the condition of any AHP Facility is in material violation of any Applicable Laws, zoning ordinances or land use restrictions. Each AHP Facility is in good and operable condition and repair and in material compliance with all Applicable Laws.

(d) Neither AHP nor any of its Subsidiaries knows of any facts that would adversely affect the possession, use or occupancy of any of any leased real property or any AHP Facility. No portion of any leased real property nor any AHP Facility is currently subject to any condemnation proceedings, and, to the Knowledge of AHP, no condemnation or taking is threatened or contemplated.

7.12 Intellectual Property.

(a) Section 7.12 of the AHP Disclosure Schedule sets forth an accurate and complete list and description of (i) all Registered Intellectual Property Rights owned or held by or on behalf of AHP or AHP IPA, and (ii) all trade and corporate names and all material unregistered trademarks and service marks owned or used by AHP or AHP IPA (collectively, the “AHP Registered Intellectual Property Rights”), specifying as to each such item: the name of the applicant/registrant and current owner, the

jurisdictions by or in which each such AHP Registered Intellectual Property Right has been issued or registered or in which an application for such issuance or registration has been filed (or, for domain names, the applicable registrar), the respective registration or application numbers, the dates of issuance, registration or filing, and the prosecution status. AHP or its Subsidiaries are listed in the record of the appropriate Governmental Authority as the sole owner of each item of AHP Registered Intellectual Property Rights (except in the case of unregistered trademarks and service marks).

(b) Each item of AHP Intellectual Property is owned solely by or is duly and validly licensed to AHP or its Subsidiaries for use in the manner currently used by AHP or its Subsidiaries in the conduct of the AHP Business, free and clear of any Encumbrances, except for non-exclusive licenses granted to end-user customers in the ordinary course of business. Each item of AHP Intellectual Property owned by AHP or its Subsidiaries is valid, subsisting, in full force and effect and, to AHP’s Knowledge, none is involved in any interference, reexamination, cancellation, or opposition proceeding, or any other currently pending or threatened proceeding or claim challenging the ownership, use, validity or enforceability of any such item of AHP Intellectual Property. The AHP Intellectual Property constitutes all of the Intellectual Property and Intellectual Property Rights used in or reasonably necessary for the conduct of the AHP Business.

(c) No Person who has licensed Intellectual Property to AHP or AHP IPA has ownership rights or license rights to improvements made by AHP or AHP IPA in such Intellectual Property pursuant to the terms of such license. AHP has not transferred ownership of, or granted any exclusive license of or right to use, or authorized the retention of any exclusive rights to use or joint ownership of, any Intellectual Property Rights that are included in AHP Intellectual Property to any Person.

(d) All material registration, maintenance and renewal fees due and payable in connection with each item of AHP Registered Intellectual Property Rights have been paid and all documents and certificates necessary to maintain such AHP Registered Intellectual Property Rights have been timely filed with the relevant Government Authority, including the PTO, the U.S. Copyright Office, or their respective counterparts in any relevant foreign jurisdiction, as the case may be. To AHP’s Knowledge, there are no actions that must be taken by AHP or AHP IPA within one hundred and twenty (120) days following the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any responses to offices actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting, preserving or renewing any AHP Registered Intellectual Property Rights. AHP or its Subsidiaries have timely recorded an assignment of each Registered Intellectual Property Right assigned to AHP or AHP IPA, if any, with the relevant Governmental Authority, including the PTO, the U.S. Copyright Office or their respective counterparts in any relevant foreign jurisdiction, as the case may be. All AHP Registered Intellectual Property Rights were prosecuted and recorded in good faith and in compliance with all applicable rules, policies and procedures of any applicable Governmental Authority.

(e) AHP and its Subsidiaries have taken commercially reasonable steps sufficient to maintain and protect the secrecy, confidentiality, value and AHP’s and its Subsidiaries’ rights in all Confidential Information and Trade Secrets of AHP or its Subsidiaries, respectively. Neither AHP nor any of its Subsidiaries has received written notice of any misappropriation or unauthorized disclosure of any Trade Secret or Confidential Information related to the AHP Business or the Assets of AHP or AHP IPA, or any violation or breach of obligations of confidentiality with respect to such, nor does AHP have Knowledge of any basis for such misappropriation, unauthorized disclosure, violation or breach.

(f) The operation of the AHP Business does not infringe or misappropriate any Intellectual Property Rights of any Person, violate any right of any Person (including any right to privacy or publicity) or constitute unfair competition or trade practices under the laws of any jurisdiction. Neither

AHP nor any of its Subsidiaries has received written notice from any Person claiming that such operation or any AHP Product infringes or misappropriates any Intellectual Property Rights of any Person, violate any right of any Person (including any right to privacy or publicity) or constitutes unfair competition or trade practices under the laws of any jurisdiction (nor does AHP have Knowledge of any basis therefor).

(g) To AHP’s Knowledge, no Person is violating, infringing or misappropriating any AHP Intellectual Property. Neither AHP nor any of its Subsidiaries has made any such claims against any Person with respect to any AHP Intellectual Property, and neither AHP nor any of its Subsidiaries has invited any Person to take a license, authorization, covenant not to sue or the like with respect to any AHP Intellectual Property.

(h) There are no Proceedings to which AHP or AHP IPA is a party before any Governmental Authority (including before the PTO) anywhere in the world related to any of the AHP Intellectual Property, including any AHP Registered Intellectual Property Rights and, to AHP’s Knowledge, no such Proceedings are threatened.

(i) No AHP Intellectual Property or AHP Product is subject to any Proceeding or any outstanding Order that restricts the use, transfer or licensing thereof by AHP or AHP IPA or that would reasonably be expected to adversely affect the validity, use or enforceability of such AHP Intellectual Property.

(j) Neither this Agreement nor the consummation of the Merger will (i) result in any loss of, or give rise to a right to modify or terminate the right to use, any material AHP Intellectual Property, (ii) result in (x) AHP or AHP IPA granting to any Person any license, covenant not to sue, immunity or other right with respect to any AHP Intellectual Property, including any release of AHP Intellectual Property from escrow; (y) AHP, any of its Subsidiaries or any of their respective Affiliates being bound by, or subject to, any non-compete or other restriction on the operation or scope of their businesses, including the AHP Business; or (z) AHP, any of its Subsidiaries or any of their respective Affiliates being obligated to pay any royalties or other amounts to any Person.

(k) No current or former Service Provider of AHP or AHP IPA: (i) is, to AHP’s Knowledge, in violation of any term or covenant of any employment contract, consulting contract, services contract, statement of work, patent disclosure agreement, invention assignment agreement, non-disclosure agreement, non-competition, non-solicitation agreement or any other contract or agreement with any other party by virtue of such Service Provider’s being employed by, retained or engaged by, or performing services for, AHP or AHP IPA; or (ii) to AHP’s Knowledge has developed any technology, software or other copyrightable, patentable, or otherwise proprietary work for AHP or AHP IPA that is subject to any agreement executed prior to the termination of such Service Provider’s employment or other service to AHP or AHP IPA (or executed after the termination of such Service Provider’s employment or other service to AHP or AHP IPA) under which such Service Provider has assigned or otherwise granted to any third party any rights (including any Intellectual Property Rights) in or to such technology, software or other copyrightable, patentable or otherwise proprietary work.

(l) AHP and its Subsidiaries have taken commercially reasonable steps to preserve and maintain all the interests and proprietary rights of AHP and its Subsidiaries in, to and under the AHP Intellectual Property.

(m) Section 7.12(m) of the AHP Disclosure Schedule lists all Open Source Software incorporated into, integrated or bundled with, linked to or otherwise used in or in the development of any AHP Product (or any part thereof) or otherwise used in any manner that may subject any AHP Product, in

whole or in part, to all or part of any license obligations of any Open Source Software. To the extent that Open Source Software is incorporated in any AHP Products, neither AHP nor any of its Subsidiaries is required directly or indirectly to grant, or purport to grant, to third parties, by virtue of intermingling or integration of such software with any AHP Products, any rights or immunities under any AHP Products. AHP and its Subsidiaries have established a commercially reasonable policy that is designed to identify Open Source Software used by or for AHP and its Subsidiaries. With respect to any Open Source Software that is or has been used by or for AHP or AHP IPA in any way, AHP and its Subsidiaries have been and are in compliance with all applicable licenses with respect thereto, including all copyright notice and attribution requirements.

(n) Neither AHP nor any of its Subsidiaries has (i) licensed any of the software included in any AHP Products or AHP Intellectual Property in source code form to any Person, or (ii) entered into any escrow agreements with respect to any such software. No event has occurred, and no circumstances or conditions exist, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure or delivery by AHP or AHP IPA (or any Person acting on behalf of AHP or AHP IPA) of any source code included in any AHP Products or AHP Intellectual Property, other than pursuant to agreements with Service Providers engaged in development activities for AHP or AHP IPA in the ordinary course of business.

7.13 Service Providers.

(a) Service Providers and Contracts. Set forth on Section 7.13 of the AHP Disclosure Schedule is a true, complete and correct list of the twenty-five (25) largest payors and twenty-five (25) largest suppliers of the AHP Business (in terms of the total amount of revenue received from such payor (including employers, insurance companies, and managed care companies) net of any refunds or chargebacks, and the dollar amount of payments to or purchases therefrom, respectively, during the last three (3) fiscal years and the current fiscal year through December 31, 2020. No such payor or supplier has canceled or otherwise terminated or threatened to cancel or otherwise terminate its relationship with AHP or AHP IPA, or, in the case of payors, reduced or threatened to reduce its business with AHP or AHP IPA. Except as set forth on Section 7.13 of the AHP Disclosure, AHP nor AHP IPA has received notice nor has any Knowledge that any such payor or supplier intends to cancel or adversely modify its relationship with AHP or AHP IPA Business including, without limitation, any reduction in any reimbursement or payment rates.

(b) No Service Provider of AHP or AHP IPA has been granted the right to continued employment by AHP or AHP IPA, as applicable, or to any compensation following termination of employment with AHP or AHP IPA. AHP does not have any Knowledge that any Service Provider of AHP or AHP IPA intends to terminate his or her employment or other engagement with AHP or AHP IPA, nor does AHP or AHP IPA have a present intention to terminate the employment or engagement of any Service Provider.

(i) current Service Providers of AHP and its Subsidiaries, including each Service Provider’s name, title or position, present annual compensation (including bonuses, commissions and deferred compensation), accrued and unused paid vacation and other paid leave, years of service, interests in any incentive compensation plan, and estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise),

(ii) individuals who are currently performing services for AHP or AHP IPA related to the AHP Business who are classified as “consultants” or “independent contractors,”

(iv) increases in any Service Provider’s wage, salary or other compensation since the Balance Sheet Date, and

(v) increases or changes in any other benefits or insurance provided to any Service Provider since the Balance Sheet Date. No Service Provider of AHP or AHP IPA is eligible for payments that would constitute “parachute payments” under Section 280G of the Code.

(d) Disputes. There are no material claims, disputes or controversies pending or, to AHP’s Knowledge, threatened involving any Service Provider or group of Service Providers. Since January 1, 2018, neither AHP nor any of its Subsidiaries has suffered or sustained any work stoppage and no such work stoppage is threatened.

(e) Wage and Hour Liabilities. Neither AHP nor any of its Subsidiaries has (i) any overtime, meal period, break period, hours of service or wage and hour obligation or liability of whatsoever kind with respect to any of its past or current Service Providers or any liability for failure to comply with any Applicable Law relating to any of the foregoing, or (ii) any obligation or liability for any payment to any trust, pension or other fund, including union trust funds, or to any governmental or administrative authority, with respect to unemployment compensation benefits, workers’ compensation benefits, social security, disability or other benefits for its Service Providers (other than routine payments to be made in the normal course of business and consistent with past practice).

(f) Labor Relations. There are no strikes, slowdowns, work stoppages or material labor relations controversies pending or, to the Knowledge of AHP, threatened between AHP or AHP IPA, on one hand, and any of their respective Service Providers, and neither AHP nor any of its Subsidiaries has experienced any such strike, slowdown, work stoppage or material controversy within the past three (3) years.

(g) Compliance with Employment Laws. AHP and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment practices and the employment of labor or use of contract workers, including those related to immigration, wages, hours and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority, and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Service Providers of AHP and its Subsidiaries and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. Neither AHP nor any of its Subsidiaries knowingly utilizes or continues to utilize contractors who fail to comply with Form I-9, Employment Eligibility Verification, obligations relating to the contractor’s employees or who otherwise fail to comply with U.S. immigration laws. Since January 1, 2016, neither AHP nor any of its Subsidiaries has received any notices from the Social Security Administration or the U.S. Department of Homeland Security regarding a “mismatch” of employee names and Social Security Numbers or employee names and immigration-related documents.

(h) FLSA. Since January 1, 2016, for purposes of the FLSA and all other Applicable Laws, (i) all individuals characterized and treated by AHP or AHP IPA as consultants or independent contractors are properly treated as independent contractors; (ii) all current or former employees compensated on a commission or piecework basis qualify or qualified for an applicable exemption,

including Section 7(i) of the FLSA; and (iii) all current and former employees classified as exempt under the FLSA and Applicable Laws are or have been properly classified.

(i) Compliance with Legal Requirements. AHP and its Subsidiaries have, since January 1, 2018, complied in all material respects with all Legal Requirements related to the employment or engagement of their respective Service Providers, including provisions related to wages, hours, leaves of absence, equal opportunity, occupational health and safety, workers’ compensation, severance, employee handbooks or manuals, collective bargaining and the payment of social security and other Taxes.

7.14 AHP Benefit Plans.

(a) Section 7.14(a) of the AHP Disclosure Schedule lists each employee benefit plans, as that term is defined in Section 3(3) of ERISA, and fringe benefit plans, as that term is defined in Section 6039D(d) of the Internal Revenue Code, which now are or ever have been maintained by AHP or AHP IPA, or by any trade or business, whether or not incorporated (an “AHP ERISA Affiliate”), or to which any AHP ERISA Affiliate now has or since December 31, 2016 has had an obligation to contribute (the “AHP Plans”). Section 7.14(a) of the AHP Disclosure Schedule identifies each of the AHP Plans that is an ERISA Plan. No event has occurred nor has there been any omission which would result in violation of any laws, rulings, or regulations applicable to any employee benefit plan. There are no claims pending or, to the Knowledge of the AHP, threatened with respect to any employee benefit plan, other than claims for benefits by employees, beneficiaries, or dependents arising in the normal course of the operation of any such plan.

(b) Each AHP Plan that is intended to be qualified under Section 401(a) or 401(k) of the Internal Revenue Code is identified as a “Qualified Plan” on the schedule of employee benefit plans and has in fact been so qualified from the effective date of its establishment and continues to be so qualified. No event or omission has occurred which would cause any such plan to lose its qualification under Section 401(a) or 401(k) of the Internal Revenue Code, or which would cause the AHP to incur liability for any excise tax under the Internal Revenue Code with respect to the maintenance, operation, or any other aspect of any such Qualified Plan.

(c) With respect to each “group health plan” (as defined in Section 607(1) of ERISA) that has been maintained by the AHP, all notices required pursuant to Section 606 of ERISA have been provided on a timely basis and each such plan has otherwise complied in all material respects with the requirements of Sections 606 through 608 of ERISA.

(d) With respect to each AHP Plan maintained by the AHP within the three years preceding the Closing, complete and correct copies of the following documents have been delivered to the Acquirer: (i) all documents embodying or governing such AHP Plan; (ii) the most recent IRS determination letter with respect to such AHP Plan; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such AHP Plan; (v) the summary plan description for such AHP Plan; and (vi) any insurance policy related to such AHP Plan.

(e) All contributions and premiums that AHP, any of its Subsidiaries or any AHP ERISA Affiliate is required to pay under the terms of each of the ERISA Plans and Sections 412, 430 and 431 of the Code, if any, have, to the extent due, been paid in full or properly recorded on the financial statements or records of AHP or AHP IPA, and none of the ERISA Plans or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in Section 306(a) of ERISA and Section 431 of the Code), or any “unpaid minimum required contribution” (as defined in Section 4971(c) of the Code) whether or not waived, as of the last day of the most recent fiscal year of each of the ERISA Plans ended prior to the Signing Date. No lien has been imposed under Section 430(k)(n) of the Code or Section

306(g) of ERISA on the AHP Assets or any AHP ERISA Affiliate, and no event or circumstance has occurred that is reasonably likely to result in the imposition of any such lien on any such assets on account of any ERISA Plan.

(f) All contributions or other amounts withheld from any employee’s pay for deposit in a 401(k) plan or for payment of any health or insurance premiums or for any other purpose with respect to an AHP Plan have been timely deposited or transmitted to an insurance company in accordance with ERISA and applicable Department of Labor regulations and guidance.

(g) Each of the AHP Plans has been operated and administered in all material respects in accordance with its terms and applicable laws, including ERISA and the Code.

7.15 Compliance with Laws; Governmental Approvals. Neither AHP nor any of its Subsidiaries is now, or during the past five (5) years has been, in conflict with, or in default, breach or violation of, in any material respect, any Legal Requirement applicable to AHP or AHP IPA, or by which any Asset of AHP or AHP IPA is bound, subject or affected, and AHP and its Subsidiaries have timely filed all material reports, data and other information required to be filed with any Governmental Authority. AHP and its Subsidiaries are in possession of all Governmental Approvals reasonably necessary for AHP and its Subsidiaries to own, lease and operate its properties or to carry on the AHP Business. No suspension or cancellation of any Governmental Approvals is pending or, to the Knowledge of AHP, threatened, and no Governmental Approval is required to be obtained or filed in connection with the execution and delivery of this Agreement and the other Transaction Documents. Since January 1, 2017, neither AHP nor any of its Subsidiaries has received written notice or communication from any Person of any inquiry, proceeding or investigation by any Governmental Authority alleging or based upon a violation of any Legal Requirement by AHP or AHP IPA or that involves services furnished or data submitted by AHP or AHP IPA.

(a) Since January 1, 2018, no Governmental Authority or other Person has conducted, or has given AHP or AHP IPA any notice or communication that it intends to conduct, any audit or other review of AHP’s or any of its Subsidiaries’ services to any of its customers with regard to such customer’s participation in, provision of services under, or submission of data in connection with the Medicare or similar state programs, and no such audit or review would reasonably be expected to result in any liability to AHP or AHP IPA for any reimbursement, penalty or interest with respect to payments received by AHP or AHP IPA. To AHP’s Knowledge, other than normal claims disputes, none of AHP’s or any of its Subsidiaries’ customers has any reimbursement or payment rate appeals, disputes or contested positions currently pending before any Governmental Authority or with any other third-party payor. Neither AHP nor any of its Subsidiaries has on behalf of any of its customers submitted any false or fraudulent claim to any third party and has not received any notice from any third party for any allegation of a billing mistake, overpayment claim, false claim or fraud by AHP or AHP IPA. All billing practices of AHP and its Subsidiaries have been true, fair and correct and in compliance with all Applicable Laws, and neither AHP nor any of its Subsidiaries has billed for or received any payment or reimbursement in excess of amounts permitted by Applicable Laws. Neither AHP nor any of its Subsidiaries has knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for the purpose of making or receiving any referral, that violated any applicable federal or state self-referral or anti-kickback law (including 42 U.S.C. § 1320a-7b(b)), rule, regulation, and Governmental Authority instructions and guidance. AHP and its Subsidiaries have complied with all applicable security and privacy standards regarding protected health information under HIPAA, and all Applicable Laws relating to data privacy and security. The AHP Business is being conducted in material compliance with all Legal Requirements, including those relating to licensing and Governmental Approvals. Neither AHP nor any of its Subsidiaries has been subject to a corporate integrity agreement, deferred prosecution agreement, consent decree or settlement agreement with or sanction by any

Governmental Authority. If required consents timely are obtained and required notices timely are given, the consummation of the Merger will not adversely affect the reimbursement of AHP’s or any of its Subsidiaries’ customers by any third party payor. Neither AHP nor any of its Subsidiaries is engaged in the practice of medicine, directly or indirectly provides medical or clinical services or is a risk-bearing organization.

7.16 Compliance with Healthcare Laws.

(a) Except as set forth on Section 7.16 of the AHP Disclosure Schedule, there is no investigation or Action currently pending against AHP, AHP IPA, or any Professional Personnel or relating to the AHP Business for any violation or alleged violation of a Health Care Law and no event has occurred and no event fact, circumstance or condition exists that has or reasonably may be expected to result in any such investigation or Action. Neither AHP, AHP IPA nor any Professional Personnel has received any notice or threat of any Action pursuant to or involving a Health Care Law.

(b) AHP and AHP IPA has timely filed all material forms, applications, reports, statements, data and other information required to be filed with Governmental Entities in connection with the Health Care Laws.

(c) AHP and AHP IPA and each of AHP IPA’s managers, officers, employees and agents (while acting in such capacity) are, and have been for the past six (6) years, in compliance with all the Health Care Laws. AHP and AHP IPA, have not entered into any impermissible “financial relationship” or accepted, solicited, or offered referrals or otherwise had any business generated by or from physicians or any other actual or potential referral sources that do not otherwise comply with the Health Care Laws.

(d) AHP IPA have adopted and implemented a compliance plan reasonably designed to ensure its compliance with applicable Laws including, without limitation, Health Care Laws.

(e) AHP IPA is in compliance with the Privacy Laws. Each of AHP IPA’s policies relating to the privacy and security of “Protected Health Information” (as defined under HIPAA) comply in all respects with the Privacy Laws. There has been no unauthorized use, modification, disclosure, transfer, loss, destruction or compromise of Protected Health Information or other personal data (including payment card information), no Person has claimed any compensation from AHP or AHP IPA for the loss of or unauthorized use, modification, disclosure, transfer, loss, destruction or compromise of Protected Health Information or personal data (including payment card information), and no facts or circumstances exist that might give rise to such a claim against any AHP or AHP IPA. All information systems used by AHP IPA are sufficient for the conduct of the AHP IPA Business as currently conducted and as presently proposed to be conducted, and no such information system has suffered any material failures, breakdowns, continued substandard performance or other adverse events that have caused or could reasonably be expected to result in the substantial disruption or interruption in or to the use of such information systems and/or the conduct of the Business. There are no bugs, viruses or defects, design or documentation errors, corruption or malicious computer code or programs present in any information system used by or relied on by AHP and AHP IPA. AHP IPA takes all steps necessary to protect the Protected Health Information and other personal data in its possession or control and to safeguard the integrity of all information systems used by AHP IPA. AHP IPA has entered into business associate agreements that comply with HIPAA with each of its service providers that creates, receives, maintains and/or transmits Protected Health Information on AHP IPA’s behalf, and have provided Buyer with a true and correct copy of all such business associate agreements. AHP IPA currently maintains, and has maintained for the six (6) years prior to the date hereof, a plan with respect to business continuity and disaster recovery activities.

(f) Neither any AHP, AHP IPA, nor any Professional Personnel: (i) is or has been a party to a corporate integrity agreement with the Office of Inspector General of the Department of Health

and Human Services, (ii) has any reporting obligations pursuant to any settlement agreement entered into with any Governmental Entity, (iii) has been the subject of any investigation conducted by any Governmental Entity, (iv) has been a defendant in any qui tam or false claims act litigation, (v) has been served with or received any search warrant, subpoena, civil investigative demand, or contact letter by or from any federal or state enforcement agency, or (vi) has ever received any complaints from an employee, independent contractor, vendor, physician, or any other person that alleges that AHP has violated any Health Care Law.

(g) Each Professional Personnel has, at all times he or she has provided services through AHP IPA, been and is duly licensed to practice in the State of California and, each such Professional Personnel who is permitted by law to dispense or prescribe drugs has been and is validly registered with the United States Drug Enforcement Administration (“DEA”) under the Controlled Substances Act. No event has occurred and no fact, circumstance or condition exists that has or reasonably may be expected to result in the denial, loss, revocation, or rescission of or to any such professional license, DEA registration or accreditation application.

(h) Except as set forth on Schedule 7.16(h), to AHP’s Knowledge, no Professional Personnel: (i) has had a final judgment or settlement without judgment entered against him/her in connection with a malpractice or similar action; (ii) during the time the applicable health care professional provided or provides services for the Business, used or abused drugs, alcohol or any controlled substances (other than those medications lawfully prescribed by a medical doctor that do not interfere with that person’s capacity to perform his or her duties); (iii) is the subject of any criminal complaint, indictment or criminal proceedings; or (iv) is subject to any allegation, or any investigation or proceeding based on any allegation of violating professional ethics or standards, or engaging in illegal, immoral or other misconduct (of any nature or degree), relating to his/her practice.

(i) Except as set forth on Schedule 7.16(i), no Professional Personnel has given any AHP or AHP IPA notice of his or her intention to: (i) cease providing services through HP, (ii) retire from the practice of professional services within the next five (5) years, (iii) relocate outside of areas where the Business provides services, (iv) otherwise terminate or materially alter his or her relationship with AHP IPA, or (v) breach his or her Agreement with AHP IPA.

(j) All Professional Personnel are properly credentialed and appointed to provide services through AHP IPA and have properly reassigned his or her right to payment for such services to AHP IPA. Set forth in the Schedule 7.16(j) is a correct and complete list of all provider numbers and National Provider Identifiers relating to AHP IPA or for which AHP IPA has used in connection with the enrollment in, and billing of, all Governmental Entity.

(k) There are no agreements between AHP IPA, on the one hand, and any Person, on the other hand, that deviate from or which conflict with any of the Health Care Laws.

(l) AHP IPA properly bills Governmental Programs for all “referrals” of any “designated health services” by “physicians” who have a “financial relationship” with AHP IPA (as such quoted terms are defined under the Stark Law). All revenues relating to designated health services are distributed or paid in a manner compliant with the Stark Law’s in-office ancillary services exception. Except as set forth on Schedule 7.16(l), AHP IPA does not have any reimbursement or payment rate appeals, disputes or contested positions currently pending before any Governmental Entity or any administrator of any Private Programs.

(m) AHP IPA has paid or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments which have become due pursuant to such reports and billings and

AHP and AHP IPA have no liability under any Government Program or Private Program for any refund, overpayment, discount or adjustment. In the past six (6) years, no investigation, validation review or program integrity review related to the AHP Business has been conducted by any commission, board or agency in connection with any Government Program, and no such reviews are scheduled, pending or threatened against or affecting the Business.

(n) Neither AHP, AHP IPA nor any of its managers, officers, employees and agents is currently participating in, or is permitting others to conduct any clinical research study at any Leased Real Property.

(o) With respect to the generation, transportation, treatment, storage, disposal and other handling of medical waste, AHP IPA is and has been, in compliance in all material respects with the Medical Waste Tracking Act of 1988, 42 U.S.C. § 6992, et seq., the United States Public Vessel Medical Waste Anti-Dumping Act of 1988, 33 U.S.C. § 2501, et seq., the Marine Protection, Research and Sanctuaries Act of 1972, 33 U.S.C. § 1401 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651, et seq., the United States Department of Health and Human Services, National Institute for Occupational Self-Safety and Health Infectious Waste Disposal Guidelines, Publication No. 88-119, et seq., and all other applicable Laws regulating medical waste or imposing requirements relating to medical waste.

(p) Neither AHP, AHP IPA nor any Professional Personnel has ever been indicted or charged or investigated in connection with any violation of any Law involving false or fraudulent billing practices, or relating to its participation in Programs in the last six (6) years, except as set forth on Schedule 4.21(p). In the last six (6) years, HP has billed all Programs in material compliance with all applicable Laws and material contractual obligations. Neither AHP, AHP IPA nor its managers, officers, employees and agents (while acting in such capacity), engaged in any of the following in the past six (6) years: (i) making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment under any Government Program; (ii) making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under any Government Program; (iii) failing to disclose knowledge it had of any event affecting the initial or continued right to any benefit or payment under any Government Program on its own behalf or on behalf of another, with an intent to fraudulently secure such benefit or payment either in a greater amount or quantity than is due or when no such benefit or payment is authorized; (iv) soliciting, paying, or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (1) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by any Government Program, or (2) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service, or item for which payment may be made in whole or in part by any Government Program; (v) presenting or causing to be presented a claim for reimbursement for services that is for an item or service that was known or should have been known to be (1) not provided as claimed, or (2) false or fraudulent; or (vi) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation of a material fact or omitting a material fact required to be stated therein, or necessary to make the statements contained therein not misleading, with respect to information required to be provided under 42 USC §1320a-3.

7.17 Medicare Participation.

AHP IPA is eligible to receive payment without restriction under Title XVIII of the Social Security Act and has a valid and current participation agreement with the Medicare program (the “Program”). AHP IPA is in compliance with the conditions of participation of the Program. There is no pending or threatened proceeding or investigation under the Program involving AHP IPA or AHP, nor has AHP IPA

or AHP received notice of any such proceeding or investigation nor has any such proceeding or investigation been initiated or conducted at the AHP Business. There are no claims, actions or appeals pending (and AHP IPA has not filed any claims or reports that should result in any such claims, actions or appeals) before any commission, board or agency, including any fiscal intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of the Centers for Medicare and Medicaid Services, with respect to any Medicare claims filed on behalf of AHP IPA.

7.18 Litigation.

Except as set forth Section 7.18 of the AHP Disclosure Schedule, there is no Proceeding pending or, to the Knowledge of AHP, threatened against or affecting AHP, any of its Subsidiaries, any Assets of AHP or its Subsidiaries or the ability of AHP to consummate the Merger. None AHP or AHP IPA nor any Assets of AHP or AHP IPA is subject to any Order or any proposed Order that would prevent or delay the consummation of the Merger or would have a material adverse effect on the Assets of AHP or AHP IPA, the AHP Business or the ability of AHP to consummate the Merger.

7.19 Taxes

(a) Each of AHP and its Subsidiaries has duly and timely filed all Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it and all such Tax Returns are true, correct and complete in all material respect. AHP and its Subsidiaries have paid all Taxes required to be paid whether or not shown to be due on such Returns. Copies of all Tax Returns for the three (3) most recent years ending prior to the Signing Date have been made available to Parent.

(b) AHP and its Subsidiaries have withheld or paid, with respect to AHP’s and its Subsidiaries’ employees, all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld.

(c) Neither AHP nor any of its Subsidiaries has been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, assessed or, to the Knowledge of AHP, proposed against AHP or AHP IPA. Neither AHP nor any of its Subsidiaries has executed any unexpired waiver of any statute of limitations on or extension of any period for the assessment or collection of any Tax.

(d) No audit or other examination of any Tax Return of AHP or AHP IPA by any Tax Authority is presently in progress, nor has AHP or AHP IPA been notified in writing of any request for such an audit or other examination. No claim has been made in writing by any Governmental Authority in a jurisdiction where AHP or AHP IPA does not file Tax Returns that AHP or such Subsidiary is or may be subject to taxation by that jurisdiction.

(e) No adjustment relating to any Tax Returns filed or required to be filed by AHP or AHP IPA has been proposed in writing by any Tax Authority to AHP or AHP IPA or any representative thereof.

(f) Neither AHP or AHP IPA has any liability for any unpaid Taxes (whether or not shown to be due on any Tax Return) which has not been accrued for or reserved on AHP’s balance sheet as of the Balance Sheet Date in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to AHP or AHP IPA. There are no Encumbrances with respect to Taxes on any of the Assets of AHP or AHP IPA, other than Encumbrances which are not individually or in the aggregate material, or customary Encumbrances for current Taxes not yet due and payable.

(g) Neither AHP nor any of its Subsidiaries (A) has ever been a member of a consolidated group other than a consolidated group of which AHP is the parent corporation or (B) has any liability for the Taxes of any person (other than AHP or AHP IPA) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither AHP nor any of its Subsidiaries is a party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement (other than such agreements existing as of the Signing Date between current members of AHP’s affiliated group).

(h) To the Knowledge of AHP, none of the Assets of AHP or AHP IPA are tax-exempt use property within the meaning of Section 168(h) of the Code.

(i) AHP and its Subsidiaries are in full compliance with all terms and conditions of any Tax exemptions, Tax holiday or other Tax reduction agreement or order of a territorial or foreign government and the consummation of the Merger will not have any material adverse effect on the continued validity and effectiveness of any such Tax exemptions, Tax holiday or other Tax reduction agreement or order.

(j) Neither AHP nor any of its Subsidiaries has with respect to any open taxable period applied for or been granted permission to adopt a change in its method of accounting requiring adjustments under Section 481 of the Code or comparable Applicable Law.

(k) Neither AHP nor any of its Subsidiaries is a partner or owner in any entity classified as a partnership for federal income tax purposes.

(l) Neither AHP nor any of its Subsidiaries is classified as a disregarded entity for federal and state income Tax purposes. AHP has not made an election under Treasury Regulations Section 301.7701-3 with respect to itself or any Entity.

(m) No equity options, equity appreciation rights or other equity based awards issued or granted by AHP or AHP IPA are not in material compliance with Code Section 409A. Each “nonqualified deferred compensation plan” (as such term is defined in Code Section 409A and the guidance thereunder) under which AHP or AHP IPA makes or is obligated to make payments is in good faith operational compliance with the requirements of Code Section 409A and the guidance thereunder. No payment to be made by AHP or AHP IPA is or will be subject to penalties of Code Section 409A.

(n) There is no property or obligation of AHP, any of its Subsidiaries or any of their respective Affiliates, including uncashed checks to vendors, customers or employees, non-refunded overpayments, or unclaimed subscription balances, that is escheatable or reportable as unclaimed property to any state, municipality or other governmental agency or Tax Authority under any applicable escheatment or unclaimed property Legal Requirements.

(o) Neither AHP nor any of its Subsidiaries will be required to include any material item of income in, or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting, (B) closing agreement, (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the IRC (or any similar provision of state, local or foreign law), (D) installment sale or open transaction disposition made on or prior to the Closing Date, or (E) prepaid amount received on or prior to the Closing Date outside of the ordinary course of business.

(p) Neither AHP nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1).

(q) Except as disclosed on Schedule 7.19(q) of the AHP Disclosure Schedule, neither AHP nor any of its Subsidiaries has distributed stock of another Person, and neither AHP nor any of its Subsidiaries has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code in the two (2) years prior to the Closing Date or that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Code Section 355(e)) that includes the transactions contemplated by this Agreement.

(r) Neither AHP nor any of its Subsidiaries is or has been at any time during the past five years a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(s) To the best of AHP’s Knowledge, there is no property or obligation of it, any of its Subsidiaries or any of their respective Affiliates, including uncashed checks to vendors, customers or employees, non-refunded overpayments, or unclaimed subscription balances, that is escheatable or reportable as unclaimed property to any state, municipality or other governmental agency or Tax Authority under any applicable escheatment or unclaimed property Legal Requirements.

7.20 Brokers.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger based upon arrangements made by or on behalf of AHP or AHP IPA.

7.21 Transactions with Affiliates.

Except as set forth in Section 7.21 of the AHP Disclosure Schedule, there are no existing contracts, Merger, indebtedness or other arrangements, or any related series thereof, between AHP or AHP IPA, on the one hand, and any of the directors, officers or other Affiliates of AHP or AHP IPA, on the other hand.

7.22 Insurance Policies.

AHP has made available to Parent true and correct copies of all policies of insurance maintained by AHP and its Subsidiaries covering or affecting AHP, its Subsidiaries the AHP Business or any of the Assets of AHP or AHP IPA. All such policies are valid, outstanding and enforceable and neither AHP nor any of its Subsidiaries has agreed to modify or cancel any of such insurance policies prior to the Signing Date, nor has AHP or AHP IPA received notice of any actual or threatened modification or cancellation of any such insurance. All premiums due and payable on or prior to the Signing Date for such insurance policies have been duly paid.

7.23 Bank Accounts.

AHP has provided to Parent the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which AHP or AHP IPA maintains any deposit or checking account, the account numbers of all such accounts and the names of all persons authorized to draw thereon or make withdrawals therefrom.

7.24 Powers of Attorney.

There are no Persons who hold general or special powers of attorney from AHP or AHP IPA.

7.25 Certain Securities Law Matters.

No Disqualification Event is applicable to, to AHP’s Knowledge, any Covered Person (as defined in Rule 506(d)), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) is applicable.

7.26 Accredited Investor.

To AHP’s Knowledge, each AHP Stockholder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and each AHP Stockholder will be an accredited investor at Closing.

7.27 Copies Complete.

The copies of all AHP Material Contracts, Organizational Documents of AHP and its Subsidiaries and all other leases, instruments, agreements, licenses, permits, certificates, site assessments, corporate records or other documents (including those which are not fully executed and/or are undated) that have been delivered or made available to Parent in connection with the Merger are complete and accurate and are true and correct copies of the fully executed originals thereof.

7.28 Full Disclosure.

(b) All of the information set forth in the AHP Disclosure Schedule and provided to Parent or Parent’s counsel in connection with the Merger is accurate, correct and complete in all material respects.

ARTICLE 8.
Additional Agreements

8.1 Expenses. Whether or not the Merger is consummated, except as otherwise provided herein, all fees and expenses incurred in connection with the Merger including all legal, accounting, financial, advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the Merger, shall be the obligation of the respective party incurring such fees and expenses.

8.2 Tax Returns.

(a) As soon as reasonably practicable after the Closing, AHP and its Subsidiaries shall prepare, or cause to be prepared, all Tax Returns of AHP and its Subsidiaries required to be filed under applicable Law on or prior to the Closing Date (the “AHP Pre-Closing Tax Returns”) and shall be responsible for the timely filing (taking into account any extensions received from the relevant Tax Authorities) of such Tax Returns. Each such AHP Pre-Closing Tax Return shall be prepared on a basis consistent with those prepared for prior taxable periods unless otherwise required by applicable Law. AHP shall provide Parent with a copy of each such Tax Return for its review, comment and approval no less than twenty (20) days prior to the earlier of the due date (taking into account valid extensions thereto) for such Tax Return, AHP shall revise such Tax Returns to reflect Parent’s reasonable comments, and AHP shall timely file the foregoing unless Parent withholds its consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. AHP stockholders shall be responsible for the payment of

all Taxes shown to be due or that may come to be due on such AHP Pre-Closing Tax Returns. At the time of the filing of the AHP Pre-Closing Tax Returns, AHP shall contemporaneously deliver to Parent an executed copy of all final Tax Returns along with copies of payments submitted with those Tax Returns.

(b) Parent shall prepare or cause to be prepared all Tax Returns with respect to a Pre-Closing Tax Period required by Law to be filed by AHP or AHP IPA after the Closing Date. If such Tax Return is a federal income Tax Return or reports a material Liability for Taxes, Parent will, at least twenty (20) days prior to the due date for filing such Tax Return (taking into account valid extensions thereto), provide AHP with a copy of such proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested in writing for review and comment. Parent will consider in good faith any reasonable comments or suggestions made by AHP. All Taxes that are due and payable with respect to Tax Returns described in this Section 8.2(b) shall be the responsibility of the AHP Stockholders to the extent they constitute Pre-closing Taxes. The Tax Returns described in this Section 8.2(b) with respect to a Pre-Closing Tax Period shall be prepared on a basis consistent with those prepared for prior taxable periods unless otherwise required by Law.

(c) The portion of any Tax that is allocable to the portion of any Straddle Period that ends on the Closing Date will be: (A) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, (iii) that are real property Taxes, personal property Taxes and similar ad valorem Taxes, or (iv) required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (B) in the case of other Taxes, deemed to be the amount of such Taxes for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period.

8.3 Parent Name Change.

Following Closing, Parent shall amend its Certificate of Incorporation to change its name to “Accountable Healthcare America Inc.,” or other mutually agreed upon name, and shall apply to the Financial Industry Regulatory Authority (“FINRA”) to change its ticker symbol.

8.4 Lock-Up Agreements. AHP and Parent shall cause their respective Affiliates who will be directors and/or officers of Parent following the Merger and certain AHP Stockholders and Parent stockholders as mutually determined by AHP and Parent to enter into lock-up agreements with Parent in the form attached hereto as Exhibit 845 (the “Lock-Up Agreements”).

8.5 Stockholder Release Agreement.

AHP shall cause certain AHP Stockholders as mutually determined by AHP and Parent to enter into a Stockholder Release to Merger Agreement with Parent in the form attached hereto as Exhibit 8.5 (the “Release Agreements”).

8.6 Parent Debt.

To the extent that any Debt of Parent is not repaid in full at or prior to Closing, such Debt shall be (i) worked out with payment plans entered into prior to Closing, (ii) remain outstanding following Closing or (iii) converted into Parent Common Stock at or prior to Closing, in each case as mutually agreed by Parent and AHP

8.7 Post-Closing Parent Governance

(a) Unless otherwise agreed by Parent and AHP in writing prior to the Effective Time, Parent shall use reasonable efforts to cause the Parent Board to consist, on or promptly following the Effective Time, of the persons designated by Parent and AHP, respectively, as set forth on Schedule 8.7;

provided, however, that if one or more of such designees are not approved for service on the Parent Board by Parent’s existing directors after consideration in good faith based on NASDAQ board nominating criteria, Parent or AHP, as applicable, shall designate a replacement for such designee to be considered in accordance with the same process as the original designee as set forth in this Section 8.7(a).

(b) In accordance with and subject to the Bylaws of Parent, on or promptly following the Effective Time, the officers of Parent shall consist of the persons set forth on Schedule 8.7, each serving until the earlier of his or her resignation or removal or until his or her successor is duly elected and qualified. The duties, powers and responsibilities of such officers shall be as set forth in the Bylaws of Parent.

8.8 Listing; Resale Registration.

Parent shall use its commercially reasonable efforts to (i) cause the Parent Common Stock to become listed on Nasdaq or NYSE American at or as soon as practicable following Closing and take all steps commercially practicable for that purpose, (ii) register the shares of Parent Common Stock held by stockholders of Parent immediately following Closing as soon as practicable following Closing, and (iii) register the outstanding Parent Stock Options on a registration statement on Form S-8.

8.9 Employment Agreements. At Closing, Parent shall assume those employment Contracts identified on Section 7.9(a) of the AHP Disclosure Schedule.

8.10 Management Services Agreement.

At Closing, Parent shall cause Surviving Corporation to enter into a Management Services Agreement with AHP IPA in the form attached hereto as Exhibit 8.10 (the “Management Services Agreements”).

ARTICLE 9.
Conditions to Closing

9.1 Conditions Precedent to Obligations of AHP. The obligations of AHP to consummate the Merger are subject to the satisfaction of the following conditions, unless waived by AHP in writing:

(a) Representations and Warranties. The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct in all respects on and as of the date made and as of the Closing Date as if made on the date thereof (except to the extent such representation or warranty specifies an earlier date).

(b) Performance of Obligations. Parent and Merger Sub shall have performed in all respects all obligations and covenants required to be performed by them under this Agreement and any other agreement or document entered into in connection herewith prior to the Closing Date.

(c) No Material Adverse Effect. There shall have been no Parent Material Adverse Effect from the Balance Sheet Date through the Closing Date.

(d) Governmental Approvals. Each of the parties shall have obtained all Consents of Governmental Authorities required to consummate the Merger, in form and substance satisfactory to AHP.

(e) Legal Requirements. No Legal Requirement shall be in effect which prohibits or materially restricts the consummation of the Merger at the Closing, and no Proceeding is pending or threatened in writing by a Governmental Authority which is likely to result in a Legal Requirement having such an effect.

(f) Stockholder Consent. AHP shall have obtained the requisite consent of its stockholders in accordance with the laws of the State of California, the AHP Certificate of Incorporation or related documents, and any agreements applicable to AHP approving this Agreement, the other Transaction Documents to which Parent is a party and the consummation of the Merger.

(g) Consents Under Specified Parent Contracts. Parent shall have obtained all requisite third party Consents to the consummation of the Merger under those Parent Contracts set forth in Schedule 9.1(g) (each, a “Specified Parent Contract”).

(h) Consents Under Specified AHP Contracts. AHP shall have obtained all requisite third party Consents to the consummation of the Merger under those AHP Contracts set forth in Schedule 9.1(h) (each, a “Specified AHP Contract”).

(i) Closing Deliveries. Parent shall have delivered to AHP all of the closing documents and agreements set forth in Section 5.1.

(j) Securities Filings. Parent and AHP shall have filed all forms, reports, statements and documents required to be filed by it with the SEC.

(k) Form 8-K. Parent and AHP shall have prepared a draft current report on Form 8-K with respect to the Merger in a form reasonably satisfactory to AHP, which will be filed with the SEC immediately following the Effective Time.

9.2 Conditions Precedent to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions, unless waived by Parent and Merger Sub in writing:

(a) Representations and Warranties. The representations and warranties of AHP set forth in this Agreement shall be true and correct in all respects on and as of the date made and as of the Closing Date as if made on the date thereof (except to the extent such representation or warranty specifies an earlier date).

(b) Performance of Obligations. AHP shall have performed in all respects all obligations and covenants required to be performed by them under this Agreement and any other agreement or document entered into in connection herewith prior to the Closing Date.

(c) No Material Adverse Effect. There shall have been no AHP Material Adverse Effect from the Balance Sheet Date through the Closing Date.

(d) Governmental Approvals. Each of the parties shall have obtained all Consents of Governmental Authorities required to consummate the Merger, in form and substance satisfactory to Parent.

(f) Consents Under Specified AHP Contracts. AHP shall have obtained all requisite third party Consents to the consummation of the Merger under the Specified AHP Contracts.

(g) Consents Under Specified Parent Contracts. Parent shall have obtained all requisite third party Consents to the consummation of the Merger under the Specified Parent Contracts.

(h) Closing Deliveries. AHP shall have delivered to Parent all of the closing documents and agreements set forth in Section 5.2.

(i) Form 8-K. Parent and AHP shall have prepared a draft current report on Form 8-K with respect to the Merger in a form reasonably satisfactory to AHP, which will be filed with the SEC immediately following the Effective Time.

(j) Securities Filings. Parent and AHP shall have filed all forms, reports, statements and documents required to be filed by it with the SEC.

(k) AHP Financial Statements. AHP shall have completed audited financial statements for the fiscal years ending on December 31, 2018 and December 31, 2019, respectively, and the first nine months of 2020 Reviewed Financial Statements.

(l) Dissenting Shares. The number of shares of AHP capital stock that are Dissenting Shares shall be less than five percent (5%) of the aggregate number of shares of AHP capital stock issued and outstanding immediately prior to the Effective Time.

ARTICLE 10.
INDEMNIFICATION

10.1 Survival.

Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 24 months from the Closing Date; provided, that the representations and warranties in Section 7.1, Section 7.2, Section 7.3, Section 7.4, Section 7.19, shall survive for the applicable statute of limitation plus ninety (90) days. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

10.2 Indemnification By Sellers.

Subject to the other terms and conditions of this ARTICLE X, Sellers shall jointly and severally indemnify and defend each of Parent and its Affiliates (including AHP) and their respective representatives (collectively, the "Parent Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses

incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement; or

(c) or any losses incurred by Buyer Indemnities ( including AHP ) as a result of the litigation set for on Schedule 7.18 of the AHP Disclosure Schedules

10.3 Certain Limitations. The indemnification provided for in Section 10.3 shall be subject to the following limitations:

(a) Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 10.02(a) and (b) until the aggregate amount of all Losses in respect of indemnification under Sections 10.02(a)and (b) exceeds fifty $50,000 (the "Basket"), in which event Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Sellers shall be liable pursuant to Section 10.02(a) and (b) shall not exceed $1,000,000 (the "Cap").

(b) Notwithstanding the foregoing, the limitations set forth in Section 10.03(a) shall not apply to Losses arising out of, with respect to the items on Section 7.18 of the AHP Disclosure Schedules.

(c) For purposes of this ARTICLE X, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

10.4 Indemnification Procedures.

The party making a claim under this ARTICLE X is referred to as the "Indemnified Party", and the party against whom such claims are asserted under this ARTICLE X is referred to as the "Indemnifying Party".

(a) Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a "Third Party Claim") against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of the Company, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 10.4(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it

subject to the Indemnifying Party's right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 10.04(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

(b) Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 10.04(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 10.04(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

(c) Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a "Direct Claim") shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the

Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Company's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

10.5 Payments; Indemnification Escrow Fund.

(a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article X, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to 12%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

(b) Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE X shall be satisfied: (i) from the Indemnification Escrow Fund solely with respect to Losses under Section 10.2(c) and (ii) to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund, from Sellers. All other Losses payable to a Buyer Indemnitee shall be satisfied in either cash or Parent Common Stock. The Common Stock shall be valued at $2 per share.

10.6 Tax Treatment of Indemnification Payments.

All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

10.7 Effect of Investigation.

The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party's waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.

ARTICLE 11.

Termination

11.1 Termination.

(a) Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice:

(i) by the mutual written consent of AHP and Parent;

(ii) by AHP, if Parent and/or Merger Sub is in material breach of any provision of this Agreement, which material breach would give rise to a failure to satisfy any condition set forth in Section 9.1, and such breach shall not have been cured within thirty (30) days of written notice from the terminating party of such breach, provided, that the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement;

(iii) by Parent, if AHP is in material breach of any provision of this Agreement, which material breach would give rise to a failure to satisfy any condition set forth in Section 9.2, and such breach shall not have been cured within thirty (30) days of written notice from the terminating party of such breach, provided, that the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement;

(iv) by either AHP or Parent if the Closing has not occurred on or prior to April 30, 2021, or such later date as mutually agreed to in writing by the parties, for any reason, provided, that the terminating party shall not have breached its obligations hereunder in any manner that shall have contributed to the failure to consummate the Closing by such date; ;

(b) Effect of Termination. If this Agreement is terminated in accordance with Section 11.1(a), all obligations of the parties hereunder shall terminate, except for the obligations set forth in this Section 11.1 and in ARTICLE 12; provided, that such termination shall not release either party from any liability that has already accrued as of the effective date of such termination, and shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages or otherwise, which a party may have hereunder, at law, equity or otherwise or which may arise out of or in connection with such termination.

ARTICLE 12.
Miscellaneous Provisions

12.1 Amendments and Waivers. This Agreement may not be amended, supplemented or modified, except by an agreement in writing signed by AHP and Parent. Any party may waive compliance by any other party with any term or provision of this Agreement; provided, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

12.2 Notices. All notices, requests, demands and other communications required or permitted under this Agreement and under Applicable Law shall be in writing and shall be deemed to have been duly given, made and received (i) when delivered personally or by telecopy, (ii) one (1) Business Day following the day when deposited with a reputable, established overnight courier service for delivery to the intended addressee, or (iii) three (3) Business Days following the day when deposited with the United States Postal Service as first class, registered or certified mail, postage prepaid and addressed as set forth below:

If to Parent or Merger Sub:

Clinigence Holdings, Inc.

501 1^st Ave., N Suite901

St. Petersburg, FL 33701

Attention: Warren Hosseinion

Telephone No.: (678) 778-5844
E-mail: warren.hosseinion@clinigencehealth.com

With a copy, which shall not constitute notice, given in the manner prescribed above, to:

Dickinson Wright PLLC
350 East Las Olas Blvd., Suite 1750
Ft. Lauderdale, FL 33301
Attention: Joel Mayersohn, Esq.
Telephone No.: (954)-991-5426
E-mail: jmayersohn@dickisonwright.com

If to AHP:

AHP Management, Inc.

7422 Garvey Ave, Suite 101

Rosemead, California 91770

Attention: Dr. Robert W Chan
Telephone No.: [_]

E-mail:

With a copy, which shall not constitute notice, given in the manner prescribed above,

Wilke Fleury LLP

400 Capitol Mall, 22^nd Floor

Sacramento, CA 95814

Attention: Michael Polis, Esq.

Telephone No: (916) 441-2430

E-Mail: Mpolis@wilkefleury.com

Any party may alter its notice address by notifying the other parties of such change of address in conformity with the provisions of this section.

12.3 Governing Law. This Agreement is to be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the laws of the State of Delaware to the rights and duties of the parties.

12.4 Exhibits and Schedules. All Exhibits and Schedules attached hereto are hereby incorporated by reference into, and made a part of, this Agreement.

12.5 Assignments Prohibited; Successors and Assigns. No Person shall assign, suffer, or permit an assignment (by operation of law or otherwise) of, its rights or obligations under or interest in this Agreement without the prior written consent of AHP. AHP shall not assign, or suffer or permit an assignment (by operation of law or otherwise) of, its rights or obligations under or interest in this Agreement without the prior written consent of Parent, except that no such prior written consent shall be required for any assignment or deemed assignment in connection with (a) any sale or transfer for value of all or substantially all of the assets or business of AHP (whether by sale of assets, sale of equity, merger, recapitalization, reorganization or similar transaction), (b) any change in the jurisdiction in which AHP is organized or incorporated or (c) in connection with any bona fide initial public offering of AHP. Any purported assignment or other disposition, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

12.6 No Third-Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors and permitted assigns, and the parties do not intend to confer third-party beneficiary rights upon any other Person.

12.7 Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document, will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

12.8 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the Merger contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the Merger contemplated hereby be consummated as originally contemplated to the fullest extent possible.

12.9 Entire Agreement. This Agreement (which per Section 12.4 includes all Exhibits and Schedules attached hereto) contains the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written among the parties. The parties intend that this Agreement be the several, complete and exclusive embodiment of their agreement, and that any evidence, oral or written, of a prior or contemporaneous agreement that alters or modifies this Agreement shall not be admissible in any proceeding concerning this Agreement. The express terms hereof control and supersede, including, without limitation, the Confidential Letter of Intent dated November 5, 2019, any course of performance and/or usage of the trade inconsistent with any of the terms hereof. Notwithstanding the foregoing, the provisions of that certain Master Mutual Non-Disclosure Agreement, dated August 9, 2019, by and between AHP and Parent, shall survive.

12.10 Interpretation. Unless otherwise indicated herein, with respect to any reference made in this Agreement to a Section (or Article, Subsection, Paragraph, Subparagraph or Clause), Exhibit

or Schedule, such reference shall be to a section (or article, subsection, paragraph, subparagraph or clause) of, or an exhibit or schedule to, this Agreement. The table of contents and any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed, as the context indicates, to be followed by the words “but (is/are) not limited to.” Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement that is being clarified or illustrated.

12.11 Construction. The construction of this Agreement shall not take into consideration the party who drafted or whose representative drafted any portion of this Agreement, and no canon of construction shall be applied that resolves ambiguities against the drafter of a document. Each party acknowledges that: (a) it has read this Agreement; (b) it has been represented in the preparation, negotiation and execution of this Agreement by legal counsel of its own choice or has voluntarily declined to seek such counsel; and (c) it understands the terms and consequences of this Agreement and is fully aware of the legal and binding effect of this Agreement.

12.12 Jurisdiction; Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties only in the State of Delaware, or, if it has or can acquire the necessary jurisdiction, in the United States District Court for the District of Delaware. Each of the parties consents to the exclusive jurisdiction of such courts (and the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

12.13 Waiver of Jury Trial. THE PARTIES HEREBY EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER OF THEM RELATING TO THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT INVOLVES COMPLEX MERGER AND THAT DISPUTES HEREUNDER WILL BE MORE QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT DECISION MAKER. ACCORDINGLY, THE PARTIES AGREE, BASED ON THE ADVICE OF THEIR COUNSEL, THAT ANY DISPUTE HEREUNDER BE RESOLVED BY A JUDGE APPLYING APPLICABLE LAW.

12.14 Provisional Relief; Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court as provided in Section 11.12, in addition to any other remedy to which they are entitled at law or in equity.

12.15 Recovery of Fees by Prevailing Party. If any legal action, including an action for arbitration or injunctive relief, is brought relating to this Agreement or the breach or alleged breach hereof, the prevailing party in any final judgment or arbitration award, or the non-dismissing party in the event of a voluntary dismissal by the party instituting the action, shall be entitled to the full amount of all reasonable expenses, including all court costs, arbitration fees and actual attorneys’ fees paid or incurred in good faith.

12.16 Further Assurances. Each party agrees (a) to furnish upon request to each other party such further information, (b) to execute and deliver to each other party such other documents and (c) to do such other acts and things, all as another party may reasonably request for the purpose of carrying out the intent of this Agreement and the Merger contemplated by this Agreement.

12.17 Time of the Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

[Signatures Pages Follow]

IN WITNESS WHEREOF, each of the parties has executed this Agreement or caused it to be executed on its behalf by their respective officers thereunto duly authorized all as of the date first written above.

AHP:

AHP Management, Inc.

By: /s/ Robert W. Chan

Robert W Chan,

Chief Executive Officer/President

PARENT:

Clinigence Holdings, Inc.

By: /s/_Lawrence Schimmel

Lawrence Schimmel

Chief Executive Officer

By: _/s/ Warren Hosseinion

Warren Hosseinion

Chairman of the Board of Directors

MERGER SUB:

AHP Acquisition Corp.

By: _/s/ Warren Hosseinion

Warren Hosseinion

Chairman of the Board of Directors

SCHEDULES AND EXHIBITS

Schedule 1	Definitions
Schedule 2.6	Directors and Officers of Surviving Corporation
Schedule 3.1(b)	Merger Consideration
Schedule 3.3(b)	Capitalization Certificate Schedule 5.1(f)
Schedule 3.3(c)	Capitalization Certificate Schedule 5.2(d)
Schedule 4.2(a)	AHP’s Conduct of the Business
Schedule 5.1(i)	Parent Signatories to Lock Up Agreements
Schedule 5.2(e)	AHP Signatories to Lock Up Agreements
Schedule 6	Parent Disclosure Schedule
Schedule 7	AHP Disclosure Schedule
Schedule 8.7	Directors and Officers of Parent
Schedule 9.1(g)	Specified Parent Contracts
Schedule 9.1(h)	Specified AHP Contracts
Exhibit 8.4	Form of Lock Up Agreement
Exhibit 8.5	Form of Stockholder Release Agreement
Exhibit 8.10	Form of Management Services Agreement

SCHEDULE 1
Definitions

“2019 Reviewed Financial Statements” has the meaning set forth in Section 9.1(m).

“Acquisition Transaction” has the meaning specified in Section 4.5.

“Affiliate” means, with respect to a specified Person, (a) any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person; (b) any Person who is a director, officer, manager or general partner (i) of such specified Person, or (ii) of any Person described in clause (a) above; or (c) any Person who is related to a Person described in clauses (a) or (b) above by blood or marriage. For the purposes of this definition, (1) ”control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing, and (2) ”control” shall be deemed to include ownership of fifty percent (50%) or more of the voting securities of such specified Person.

“Agreement” means this Agreement and Plan of Merger (including the Parent Disclosure Schedule, the AHP Disclosure Schedule, and all other schedules and exhibits attached hereto), as amended from time to time.

“AHP” has the meaning set forth in the Preamble.

“AHP Acquisition Proposal” means a tender or exchange offer, proposal for a merger, consolidation, acquisition of assets, acquisition of equity or other business combination involving AHP or any proposal or offer, in each case that would result in the acquisition in any manner of more than fifty percent (50%) of the voting power in, or more than fifty percent (50%) of the fair market value of the business, assets or deposits of, AHP, other than the transactions contemplated by this Agreement.

“AHP Assets” means all assets, properties, business and goodwill, owned, held or used in or arising from or related to the conduct of the AHP Business by AHP or AHP IPA as the same shall exist as of the Closing Date.

“AHP Board” has the meaning set forth in the Recitals.

“AHP Business” means the business conducted by AHP or AHP IPA as of the Closing Date.

“AHP Certificate of Incorporation” means the Certificate of Incorporation of AHP filed with the Secretary of State of the State of California.

“AHP Common Stock” has the meaning set forth in the Recitals.

“AHP Disclosure Schedule” has the meaning specified in the first paragraph of ARTICLE 7.

“AHP ERISA Affiliate” has the meaning specified in Section 7.14(a).

“AHP Facilities” has the meaning specified in Section 7.11(a).

“AHP Facility Leases” has the meaning specified in Section 7.11(a).

“AHP Financial Statements” has the meaning specified in Section 7.6(a).

“AHP Intellectual Property” means all Intellectual Property and Intellectual Property Rights used, held for use, or contemplated to be used in connection with the AHP Business, any AHP Products, whether owned or controlled, licensed, owned or controlled by or for, licensed to, or otherwise held by or for the benefit of AHP or AHP IPA, including the AHP (or any of its Affiliates) Registered Intellectual Property Rights.

“AHP Interim Balance Sheet” has the meaning set forth in Section 7.6(a)(ii).

“AHP IPA” means Associated Hispanic Physicians of Southern California, an Independent Physicians Association.

“AHP Material Adverse Effect” means any event, change or effect that, when taken individually or together with all other adverse events, changes and effects, is or is reasonably likely (i) to be materially adverse to the financial condition, properties, assets, liabilities, business, operations or results of operations of AHP, AHP IPA or the AHP or AHP IPA Business or (ii) to prevent or materially delay consummation of the Merger or otherwise to prevent AHP from performing its obligations under this Agreement; and

“AHP Material Contracts” has the meaning specified in Section 7.9(a).

“AHP Plans” has the meaning specified in Section 7.14(a).

“AHP Pre-Closing Tax Returns” has the meaning specified in Section 8.2(a).

“AHP Products” means all products and services that AHP has made commercially available and for which AHP or AHP IPA or AHP IPA currently receives revenue and all products and services under development as of the Signing Date by AHP that AHP or AHP IPA or AHP IPA intends to make commercially available.

“AHP Registered Intellectual Property Rights” has the meaning set forth in Section 7.12(a).

“AHP Stockholder Approval” has the meaning set forth in Section 4.11.

“AHP Stockholder Consent” has the meaning set forth in Section 4.11.

“AHP Stockholder Meeting” has the meaning set forth in Section 4.11.

“AHP Stockholders” has the meaning set forth in Section 3.1(b).

“AHP Stock Option” has the meaning set forth in Section 3.3Error! Reference source not found..

“AHP Warrant” has the meaning set forth in Section 3.3Error! Reference source not found..

“AHP” has the meaning set forth in Section 4.1 (c).

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Assets” means, with respect to Parent, AHP or their respective Subsidiaries, as applicable, all of the assets whether real, personal, tangible or intangible used or held for use in connection with the Parent Business or the AHP Business, as applicable, all of which are owned or leased by such Person.

“Balance Sheet Date” means September 30, 2020.

“Books and Records” means all books, files, papers, agreements, correspondence, databases, information systems, programs, software, documents and records of Parent, AHP or their respective Subsidiaries, as applicable, on whatever medium.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in Fort Lauderdale, Florida or New York, New York are authorized or required by Applicable Law to close.

“Cancelled Shares” has the meaning set forth in Section 3.1(a).

“Capitalization Certificate” has the meaning set forth in Section 3.30.

“Certificate of Merger” has the meaning set forth in Section 2.3.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.

“Clinigence Health” means Clinigence Health, Inc., a Delaware corporation.

“Clinigence India” means Clinigence India Private Limited, an entity organized under the laws of India.

“Clinigence LLC” means Clinigence, LLC, a Georgia limited liability company.

“Closing” has the meaning specified in Section 2.2.

“Closing Date” has the meaning specified in Section 2.2.

“Closing Buy-Out Holdback Shares” means the Merger Consideration Shares identified on the Consideration Spreadsheet (5.2(d)) which shall be withheld at Closing from the total number of the Merger Consideration Shares issuable to AHP shareholders until satisfaction of the conditions set forth in Section 3.1(c)(ii). The Closing Buyout Holdback Shares may be held in a single account provided that the escrow or transfer agent maintain sperate records for each shareholder and his or her corresponding shares and the

release or buy-out of any Closing Buyout Holdback Shares of a shareholder shall be determined independently of any other shareholder.

“Closing Litigation Holdback Shares or Indemnification Escrow Fund” means the Merger Consideration Shares identified on the Consideration Spreadsheet (5.2(d)) which shall be withheld at Closing from the total number of the Merger Consideration Shares issuable to the AHP Securityholders, upon satisfaction of the conditions set forth in Section 3.1(c)(i).

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidential Information” means all Trade Secrets and other confidential and/or proprietary information of a Person, including information derived from reports, investigations, research, work in progress, codes, marketing and sales programs, financial projections, cost summaries, pricing formulae, algorithms, contract analyses, financial information, projections, confidential filings with any state or federal agency, and all other confidential concepts, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of such Person by its Service Providers or Representatives, and including confidential and/or proprietary information obtained from other Person’s to whom such Person has a duty of confidentiality.

“Consent” means any approval, consent, ratification, permission, waiver or authorization (including any Governmental Approval).

“Consideration Spreadsheet” has the meaning specified in Section 0.

“Contract” means any agreement, contract, consensual obligation, promise, understanding, arrangement, commitment or undertaking of any nature (whether written or oral and whether express or implied), whether or not legally binding.

“Copyrights” means all copyrights, including in and to works of authorship and all other rights corresponding thereto throughout the world, whether published or unpublished, including rights to prepare, reproduce, perform, display and distribute copyrighted works and copies, compilations and derivative works thereof.

“Debt” means, with respect to any Person, all liabilities: (a) for money borrowed from banks or similar financial institutions or evidenced by bonds, debentures, notes or other similar instruments; (b) under any capitalized lease liabilities; (c) under any interest rate protection agreements (valued on a market quotation basis); (d) for any debt-like obligation in respect of the deferred purchase price of property with respect to which such Person is liable as obligor; (e) for any accrued interest, prepayment premiums or penalties or other costs or expenses related to any of the foregoing, in each case determined in accordance with GAAP and (f) guarantees of any of the foregoing on behalf of another Person.

“Disqualification Event” has the meaning set forth in Section 6.23(a).

“Dissenting Shares” has the meaning set forth in Section 0.

“Dissenting Stockholders” has the meaning set forth in Section 0.

“DGCL” has the meaning set forth in the Recitals.

“D&O Indemnified Liabilities” has the meaning specified in Section 8.10(a).

“D&O Indemnified Proceedings” has the meaning specified in Section 8.10(a).

“Effective Time” has the meaning set forth in Section 2.3.

“Encumbrance” means, with respect to any property or asset, any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, equity, trust, equitable interest, adverse claim, preference, right of possession, lease, tenancy, license, encroachment, covenant, infringement, interference, Order, proxy, option, right of first refusal, preemptive right, community property interest, legend, defect, impediment, exception, reservation, limitation, impairment, imperfection of title, condition or restriction of any nature in respect of such property or asset (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). For the purposes of this Agreement, a Person shall be deemed to own subject to an Encumbrance any property or asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

“Entity” means any corporation (including any non-profit corporation), joint stock company, partnership, limited liability company, limited liability partnership, joint venture, estate, association, trust or other entity or organization.

“Environmental Laws” means all Applicable Laws relating to (a) the control of any potential pollutant or protection of the air, water or land, (b) solid, gaseous or liquid waste generation, handling, treatment, storage, disposal or transportation, and (c) exposure to hazardous, toxic or other substances alleged to be harmful, and includes, (i) the terms and conditions of any license, permit, approval, or other authorization by any Governmental Authority, and (ii) judicial, administrative, or other regulatory decrees, judgments, and orders of any Governmental Authority. The term “Environmental Laws” shall include, but not be limited to the following statutes and the regulations promulgated thereunder: the Clean Air Act, 42 U.S.C. § 7401 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., RCRA, the Superfund Amendments and Reauthorization Act, 42 U.S.C. § 11011 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Safe Drinking Water Act, 42 U.S.C. § 300f et seq., CERCLA, the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., and any state, county, or local regulations similar thereto.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Plans” has the meaning specified in Section 6.14(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agent” has the meaning set forth in Section 0.

“Exchange Ratio” has the meaning set forth in Section 3.1(b).

“FINRA” has the meaning set forth in Section 8.4.

“FLSA” has the meaning specified in Section 6.13(g).

“Fraud” means fraud, fraudulent inducement, misappropriation or intentional misrepresentation or concealment

“GAAP” means generally accepted accounting principles in the United States in effect on the date on which they are to be applied pursuant to this Agreement, applied consistently throughout the relevant

periods.

“Governmental Approval” means any: (a) permit, license, certificate, concession, approval, consent, ratification, permission, clearance, confirmation, exemption, waiver, franchise, certification, designation, rating, registration, variance, qualification, accreditation or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Authority.

“Governmental Authority” means any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal); (d) multinational organization or body; or (e) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing or arbitral authority or power of any nature.

“Hazardous Materials” means any (a) toxic or hazardous materials or substances; (b) solid wastes, including asbestos, polychlorinated biphenyls, mercury, flammable or explosive materials; (c) radioactive materials; (d) petroleum or petroleum products (including crude oil); and (e) any other chemical, pollutant, contaminant, substance or waste that is regulated by any Governmental Authority under any Environmental Law.

“Health Care Laws” mean all Laws relating to the regulation of the medicine or health care industry, the provision of healthcare services, or to payment for any such items or services rendered, provided, dispensed or furnished by healthcare providers, manufacturers, distributors or suppliers including, without limitation: (a) all applicable Laws of any Governmental Entity, Government Program or governmental or commercial third party payor relating to health care; (b) any prohibition on the defrauding of or making of any false claim, false statement or misrepresentation of material facts to any third-party payor (whether a governmental (or governmental contractor), commercial or private payor) or any Governmental Entity; (c) the licensure, certification or registration requirements of healthcare facilities, services, equipment, providers or suppliers, including those related to the furnishing of items or services provided by Seller; (d) all applicable federal or state self-referral prohibitions, antikickback, illegal remuneration, fee-splitting, fraud and abuse and provider conflict of interest Laws; (e) all Laws relating to the interference with or obstruction of any investigation into any criminal healthcare related offense; (f) all Laws governing, regulating or pertaining to the payment for healthcare related items or services; (g) Privacy Laws; (h) Laws relating to the generation, transportation, treatment, storage, disposal and other handling of medical waste; (i) all corporate practice of medicine laws; and j) all state laboratory, medical, and general health care Laws (including Laws, rules and regulations regarding entity and individual professional licensure and conduct, the corporate practice of medicine, fee-splitting and advertising or marketing of health care services).

“HIPAA” has the meaning specified in Section 6.151.1(a).

“Indemnified Director and Officer” means any person who was, is now, or has been at any time prior to the Closing, an officer or director of Parent or its Subsidiaries, or has been at any time prior to the Closing, an officer or director of Parent or its Subsidiaries who was serving at the request of Parent or its Subsidiaries as an officer or director of another Person.

structures, screen displays, photographs, images, development tools, designs, blueprints, specifications, technical drawings (or similar information in electronic format), domain names, proprietary and confidential information, and all documentation and media constituting, describing or relating to the foregoing, including manuals, programmers’ notes, memoranda and records.

“Intellectual Property Rights” means any or all rights in and to Intellectual Property and intangible industrial property rights, including (i) Patents, Trade Secrets, Copyrights, Trademarks and (ii) any rights similar, corresponding or equivalent to any of the foregoing anywhere in the world, including social media rights (such as Facebook).

“IRS” means the Internal Revenue Service.

“Knowledge” An individual shall be deemed to have “Knowledge” of a particular fact or other matter if: (a) such individual is actually aware of such fact or other matter or (b) (except when Knowledge is stated to be “actual Knowledge”) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonable inquiry concerning the truth or existence of such fact or other matter. Parent and AHP shall be deemed to have “Knowledge” of a particular fact or other matter if any of their respective Subsidiaries or any of their or their respective Subsidiaries’ directors, managers, officers or Service Providers with the authority to establish policy for the respective party has actual knowledge of such fact or other matter after reasonable inquiry.

“Legal Requirement” means any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, Order, edict, decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive, pronouncement, requirement (licensing or otherwise), specification, determination, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Liability” means any Debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such Debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with GAAP and regardless of whether such Debt, obligation, duty or liability is immediately due and payable.

“Lock-Up Agreements” has the meaning set forth in Section 8.5.

“Merger” has the meaning set forth in Section 2.1.

“Merger Consideration” has the meaning set forth in Section 3.1(b).

“Merger Sub” has the meaning set forth in the Preamble.

“Merger Sub Board” has the meaning set forth in the Recitals.

“Nondisclosure Agreement” means that certain Master Mutual Non-Disclosure Agreement dated as of November 17, 2020, between Parent and AHP..

“Open Source Software” has the meaning specified in Section 6.12(m).

the authority of any court, administrative agency or other Governmental Authority; or (b) Contract with any Governmental Authority that is or has been entered into in connection with any Proceeding.

“Organizational Documents” means the documents by which any Person (other than an individual) establishes its legal existence or governs its internal affairs. For example, the “Organizational Documents” of (a) a Delaware limited liability company would be its articles of organization and operating agreement or (b) a Delaware corporation would be its certificate of incorporation and bylaws.

“Parent” has the meaning set forth in the Preamble.

“Parent Acquisition Proposal” means a tender or exchange offer, proposal for a merger, consolidation, acquisition of assets, acquisition of equity or other business combination involving Parent or any other proposal or offer, in each case that would result in the acquisition in any manner of more than fifty percent (50%) of the voting power in, or more than fifty percent (50%) of the fair market value of the business, assets or deposits of Parent, other than the transactions contemplated by this Agreement.

“Parent Assets” means all assets, properties, business and goodwill, owned, held or used in or arising from or related to the conduct of the Parent Business by Parent or any of its Subsidiaries as the same shall exist as of the Closing Date.

“Parent ERISA Affiliate” has the meaning specified in Section 6.14(a).

“Parent Board” has the meaning set forth in the Recitals.

“Parent Business” means the business conducted by Parent and its Subsidiaries as of the Closing Date.

“Parent Certificate of Incorporation” means the Certificate of Incorporation of Parent filed with the Secretary of State of the State of Delaware.

“Parent Common Stock” has the meaning set forth in the Recitals.

“Parent Conversion Shares” has the meaning set forth in Section 3.3(d).

“Parent Disclosure Schedule” has the meaning specified in the first paragraph of ARTICLE 6.

“Parent Facilities” has the meaning specified in Section 6.11(a).

“Parent Facility Leases” has the meaning specified in Section 6.11(a).

“Parent Financial Statements” has the meaning specified in Section 6.6(a).

“Parent Intellectual Property” means all Intellectual Property and Intellectual Property Rights used, held for use, or contemplated to be used in connection with the Parent Business, any Parent Products, whether owned or controlled, licensed, owned or controlled by or for, licensed to, or otherwise held by or for the benefit of Parent or any of its Subsidiaries, including the Parent (or any of its Affiliates) Registered Intellectual Property Rights.

“Parent Interim Balance Sheet” has the meaning set forth in Section 6.7(i).

business, operations or results of operations of Parent, its Subsidiaries, the Parent Assets or the Parent Business or (ii) to prevent or materially delay consummation of the Merger or otherwise to prevent Parent from performing its obligations under this Agreement;

“Parent Material Contracts” has the meaning specified in Section 6.9(a).

“Parent Option Shares” has the meaning set forth in Section Error! Reference source not found..

“Parent Plans” has the meaning specified in Section 6.14(a).

“Parent Products” means all products and services that Parent or any of its Subsidiaries has made commercially available and for which Parent or any of its Subsidiaries currently receives revenue and all products and services under development as of the Signing Date by Parent or any of its Subsidiaries that Parent or any of its Subsidiaries intends to make commercially available.

“Parent Registered Intellectual Property Rights” has the meaning specified in Section 6.12(a).

“Parent Series A Certificate of Designation” has the meaning set forth in the Recitals.

“Parent Series A Preferred Stock” has the meaning set forth in the Recitals.

“Parent Warrant Shares” has the meaning set forth in Section Error! Reference source not found..

“Patents” means all United States and foreign patents and utility models and applications therefor and all reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part thereof, and equivalent or similar rights anywhere in the world in inventions and discoveries.

“Permitted Encumbrances” means:

(a) mechanics’, carriers’, workmen’s, repairmen’s or other similar liens arising or incurred in the ordinary course of business;

(b) conditional sales contracts (covering personality and equipment, but not real property) and equipment leases entered into in the ordinary course of business; and

(c) Encumbrances for Taxes, assessments and other governmental charges which are not due and payable or which may thereafter be paid without penalty.

“Person” means an individual, Entity or Governmental Authority.

“Personally Identifiable Information” means any information that can be used to identify a specific individual as defined by Applicable Laws in the relevant jurisdictions, such as the individual’s name, address, telephone number, fax number, email address, credit card or financial or bank account number, medical information, or health insurance information.

“Pre-Closing Period” means any taxable period ending on or before the close of business on the Closing Date or, in the case of any taxable period which includes, but does not end on, the Closing Date, the portion of such period up to and including the Closing Date.

“Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil,

criminal, administrative, investigative or appellate proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation that is, has been or may in the future be commenced, brought, conducted or heard at law or in equity or before any Governmental Authority or any arbitrator or arbitration panel.

“PTO” has the meaning specified in Section 6.12(d).

“Receivables” means all bona fide accounts and notes receivable, deposits in transit, checks and negotiable instruments arising out of or relating to the Parent Business.

“Registered Intellectual Property Rights” means all United States, international and foreign: (i) Patents, (ii) registered Trademarks, applications to register Trademarks, including intent-to-use applications, or other registrations or applications related to Trademarks, (iii) Copyright registrations and applications to register Copyrights and (iv) any other Intellectual Property Rights that is the subject of an application, certificate, filing, registration or other document issued by, filed with, or recorded by, any state, government or other public legal authority at any time.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment.

“Representatives” of a Person means the officers, managers, directors, Service Providers, attorneys, accountants, advisors, agents, distributors, licensees, members, stockholders, subsidiaries and lenders of such Person.

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Reports” has the meaning set forth in Section 6.23(b).

“Securities Act” means the Securities Act of 1933, as amended.

“Service Provider” of a Person means an employee, independent contractor, consultant, officer, director, advisory board member, manager, general partner or other service provider (including any Service Provider Entity and any individuals providing services through, to, for or on behalf of a Service Provider Entity) to such Person.

“Service Provider Entity” means an Entity engaged by a Person to provide services to or on behalf of such Person. For the avoidance of doubt, a Service Provider Entity can include a consulting firm, temporary placement agency, staffing agency, professional employer organization (PEO), “umbrella company,” “pass through” employment agency, employee leasing firm or agency, an organization that provides outsourced human resources services or an Entity formed by an individual and through which an individual provides services to third parties.

“Signing Date” has the meaning set forth in the Preamble.

“Specified AHP Contract” has the meaning specified in Section 9.1(h).

“Specified Parent Contract” has the meaning specified in Section 9.1(g).

“Stock Certificate 2 Shares” has the meaning specified in the Amended and Restated Certificate of Designation of 6% Series A Convertible Cumulative Preferred Stock of AHP.

such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association, trust or other entity, of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power (or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests) are, as of such date, owned by such Person or one (1) or more Subsidiaries of such Person or by such Person and one (1) or more Subsidiaries of such Person.

“Superior AHP Acquisition Proposal” means an unsolicited, bona fide written AHP Acquisition Proposal (a) which the AHP Board in good faith determines in its reasonable judgment is on terms that the AHP Board has determined in its good faith judgment (after consultation with its financial advisors and outside counsel and after taking into account all legal, financial (including the financing terms of such proposal), regulatory and other aspects of the proposal) are more favorable to the stockholders of AHP from a financial point of view than this Agreement, and (b) with respect to which the AHP Board has determined in good faith (after consultation with its financial advisors and outside counsel and after taking into account all legal, financial (including the financing terms of such proposal), regulatory and other aspects of the proposal) is reasonably likely to be consummated (if accepted).

“Superior Parent Acquisition Proposal” means an unsolicited, bona fide written Parent Acquisition Proposal (a) which the Parent Board in good faith determines in its reasonable judgment is on terms that the Parent Board has determined in its good faith judgment (after consultation with its financial advisors and outside counsel and after taking into account all legal, financial (including the financing terms of such proposal), regulatory and other aspects of the proposal) are more favorable to the stockholders of Parent from a financial point of view than this Agreement, and (b) with respect to which the Parent Board has determined in good faith (after consultation with its financial advisors and outside counsel and after taking into account all legal, financial (including the financing terms of such proposal), regulatory and other aspects of the proposal) is reasonably likely to be consummated (if accepted).

“Surviving Corporation” has the meaning set forth in Section 2.1.

“Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount and any interest on such penalty, addition to tax or additional amount, imposed by any Tax Authority.

“Tax Authority” means Governmental Authority responsible for the imposition, assessment or collection of any Tax (domestic or foreign).

“Tax Return” means any return, statement, declaration, notice, certificate or other document that is or has been filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement related to any Tax.

“Trade Secrets” means all trade secrets under Applicable Law and other rights in know-how and confidential or proprietary information, processing, manufacturing or marketing information, including new developments, inventions, processes, ideas or other proprietary information that provide a Person with advantages over competitors who do not know or use it and documentation thereof (including related papers, blueprints, drawings, chemical compositions, formulae, diaries, notebooks, specifications, designs,

methods of manufacture and data processing software, compilations of information) and all claims and rights related thereto.

“Trademarks” means all trademarks, service marks, trade names, corporate names, service names, brand names, trade dress, logos, designs, artwork or variants thereof, promotional materials, Internet domain names, IP addresses, email addresses, fictitious and other business names, personal names, identities, privacy rights, and general intangibles of like nature, together with the goodwill associated with any of the foregoing, and all applications, ITU Applications, registrations and renewals thereof.

“Transfer Agent” means Transfer Online, Inc.

“Transmittal Letter” has the meaning set forth in Section Error! Reference source not found..

“Transaction Documents” means this Agreement, the Lock-Up Agreements, the Exchange Agent Agreement, the Transmittal Letters and all other agreements, certificates, instruments, documents and writings delivered by Parent, Merger Sub or AHP in connection with the Merger.

“Treasury Regulations” means the income Tax regulations, including temporary regulations, promulgated under the Code, as those regulations may be amended from time to time. Any reference herein to a specific section of the Treasury Regulations shall include any corresponding provisions of any succeeding, similar, substitute, proposed or final Treasury Regulation.

MANAGEMENT SERVICES AGREEMENT

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of February 25, 2021 (the “Effective Date”), is by and between AHP Management, Inc. a California corporation (“Manager”), and Associated Hispanic Physicians of Southern California, a California professional corporation (“Practice”).

BACKGROUND STATEMENT

Practice provides professional medical services in California and desires to retain Manager to provide management services as provided herein.

STATEMENT OF AGREEMENT

The parties agree as follows:

1. DEFINITIONS. Capitalized terms used herein shall have the meanings set forth in Appendix A to this Agreement.

2. APPOINTMENT AND AUTHORITY OF MANAGER

2.1 Appointment and Authority. Practice hereby appoints Manager as its sole and exclusive agent for the management of Practice, subject to the limits set forth in Section 2.2, and Manager hereby accepts such appointment, subject at all times to the provisions of this Agreement. Practice acknowledges that Manager shall have the right to provide certain of such services through one or more Affiliated subcontractors (each, a “Subcontractor”), provided that Manager shall remain responsible for any work performed by a Subcontractor, and each Subcontractor shall be an express third-party beneficiary of the limitations on liability set forth herein as to Manager. Further, at all times during the Term, Practice agrees Manager shall have the authority to appoint, in its discretion, members of Practice’s Board of Directors in the number sufficient to constitute a majority of the voting rights of the Practice’s Board of Directors, provided that Manager’s appointees shall have no decision-making authority over the practice of medicine.

2.2 Limits on Manager Authority. Practice shall have the sole and complete authority, responsibility, supervision and control over all diagnoses, treatments, procedures, and other health care services provided by it. Manager shall not be, or be deemed to be, a partner of Practice or engaged in the practice of medicine, and Manager shall not interfere in any manner whatsoever with the exercise of the professional judgment of Practice or the Physicians, or have any authority to perform any act which may only be performed by an individual licensed to practice medicine in the State. Furthermore, Manager acknowledges and agrees that Practice may only be governed and managed by individuals licensed to practice medicine (an “Authorized Person”) and, notwithstanding any other term herein to the contrary, Manager shall not commit any act, nor exercise any power or authority hereunder, that may only be committed or exercised by an Authorized Person pursuant to law. To the extent that any act or service herein required of Manager should be construed by a court or regulatory body to constitute the practice

of medicine, the requirement to perform that act or service by Manager shall be deemed waived and unenforceable. Neither Practice nor Manager has knowledge that the terms of this Agreement or any relationship among Practice, Owners, Manager and/or the Physicians violate any law relating to fee splitting and/or the corporate practice of medicine. Each of Practice and Manager accordingly agrees that it will not sue, claim, aver, allege or assert that this Agreement or any relationship among Practice, Owners, Manager and/or the Physicians violates any law relating to fee splitting and/or the corporate practice of medicine.

2.3 Manager Recommendations. Practice shall consider and respond to, promptly and in good faith, all recommendations of Manager, and Practice agrees not to take any actions which will unreasonably interfere with or expand the duties or financial obligations of Manager hereunder without the prior approval of Manager.

3. COVENANTS AND RESPONSIBILITIES OF MANAGER. During the Term, to the maximum extent permissible by applicable law, Manager shall have the following obligations:

3.1 Practice Development. With Practice’s assistance, Manager shall periodically develop and implement business plans, marketing plans and other strategic initiatives for the growth and improvement of Practice’s business and service lines provided that such plans and initiatives shall be approved by Practice prior to implementing to the extent required under applicable California law, including but not limited to, the corporate practice of medicine as set forth in the Medical Practice Act as codified at Section 2000 et seq., of the California Business and Professions Code. Such plans and initiatives shall be subject to the Practice’s approval prior to implementation to the extent they impact the clinical care provided by or on behalf of Practice, as reasonably determined by the parties. To the extent that any expansion plans involve expansion, renovation, or development of additional office space, Manager shall also provide project development services consisting of site visits to determine the feasibility of potential sites, development of preliminary plans to assess whether programmatic requirements are met by the space(s) under consideration, coordination of leasing negotiations and the architectural, engineering and other consultants necessary to produce lease and contract documents, bidding of the contract documents, coordinating the work of the general contractor, ordering all equipment, furnishings and fixtures to be furnished by Manager and arranging for delivery and installation of same, and managing the start-up of new locations.

3.2 Contract Negotiation. To the extent permitted by applicable law, Manager will consult with and advise Practice on, and will negotiate, all contractual arrangements that are necessary or advisable for Practice’s business. Notwithstanding, Practice shall be responsible for setting the parameters under which the Practice will enter into contractual relationships with third-party payers as required under applicable California law.

3.3 Quality Assistance. Manager shall provide support for the development of Practice’s overall peer review, quality assurance, coding education and compliance programs. Manager, subject to compliance with HIPAA rules, may share utilization review data, quality assurance data, cost data, outcomes data, and other data of Practice with third party payors for the purpose of obtaining (at Practice’s approval) or maintaining third party payor contracts, with financial analysts and underwriters and with other unrelated parties; provided that any disclosure outside of Manager for any purpose unrelated to third party payor contracting shall be in full

compliance with HIPAA rules and restrictions and not identify any patient or Physician by name or otherwise without Practice’s consent. In addition, Manager, subject to compliance with HIPAA rules, may aggregate Practice data with similar data from similar operations owned or managed by Manager and its Affiliates and may share and use such aggregated data for any purpose so long as such data does not identify any patient or Physician by name or otherwise. Manager’s use and disclosure of Practice’s protected health information, as defined by the HIPAA rules, shall be subject to the terms and conditions of the Business Associate Agreement attached hereto as Exhibit A.

3.4 Non-Physician Personnel. Other than Clinical Personnel and any non-physician personnel necessary by Practice to operate, , Manager shall provide, either directly or through a Subcontract, all non-physician personnel (“Support Personnel”) for Practice. Manager or Subcontractor, as applicable, shall have the responsibility for determining and paying compensation, providing benefits, and making any withholdings required by applicable law, including any required withholdings for income tax, unemployment insurance, and social security, for Support Personnel hired by either of them.

3.5 Physician Relationships. Manager shall provide assistance to Practice in connection with Practice’s compliance with and proposing for Practice’s approval the terms of Practice’s relationships with its Physicians, including payroll processing, the design of physician recruitment programs and employment agreements, and benefit plan design and management. Manager shall assist Practice with structuring its Physician relationships in compliance with Practice’s compliance program and applicable law.

3.6 Premises and Office Assets. Manager shall make available for use by Practice such Premises as the parties shall mutually agree are appropriate for Practice’s business. Manager shall also provide all utilities, office services, nonmedical equipment, computer systems and software, fixtures, office supplies, furniture and furnishings reasonably necessary for the operation of Practice. Manager shall be responsible for all necessary repairs and maintenance of the assets comprising the office space, consistent with Manager’s responsibilities under the terms of applicable leases, and subject to normal wear and tear. All such assets shall at all times remain the sole and exclusive property of Manager and shall remain at the Premises. Notwithstanding anything contained in this Section to the contrary, Practice will not transfer to Manager and Practice will continue to own all Practice Medical Equipment, Practice Medical Supplies, medical records, pharmaceuticals, physician contracts, and other such professional assets.

3.7 Supplies. Manager shall provide all of the office and other supplies that are not Practice Medical Supplies and are reasonably necessary to operate Practice’s business. Manager shall assist Practice in obtaining Practice Medical Supplies. The supplies that are not Practice Medical Supplies shall at all times remain the sole and exclusive property of Manager and shall remain at the Premise

3.8 Licenses and Permits. Manager shall provide support, with the assistance and cooperation of Practice, in connection with Practice’s obtaining and maintaining the licenses, permits, and Medicare and Medicaid (i.e., Medi-Cal) provider numbers.

3.9 Accounting. Manager will perform the bookkeeping and accounting functions for Practice.

3.10 Insurance. Manager will facilitate the procurement of contracts of insurance in the Practice’s name to include, but not limited to: (i) commercial general liability insurance in an with a per occurrence limit of not less than One Million Dollars ($1,000,000) and an aggregate limit amount of not less than Two Million Dollars ($2,000,000), with a deductible of $25,000, (ii) professional liability insurance in an amount not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in annual aggregate, with a deductible of $25,000, (iii) errors and omissions insurance in an amount not less than Three Million Dollars ($3,000,000), with a deductible of $25,000, and (iv) workers compensation coverage in such amounts and on such terms as required by law, (v) stop-loss insurance, if applicable, (vi) reasonable levels of cyber insurance with an aggregate limit amount of not less than One Million Dollars ($1,000,000), and (vii) any other insurance necessary by Practice to protect Manager’s or Practice’s financial interest. Manager and Clinigence shall be named as additional insured on all policies.

3.11 Population Health Management. Manager may provide population health management services for Practice to provide information to Practice which would assist it with improving its clinical and financial outcomes.

3.12 Reporting. Manager shall assist Practice with its obligations to report quality and other measures to CMS, the California Department of Health Care Services, the Department of Managed Health Care, and other payors to remain in compliance with CMS and payor guidelines.

3.13 Data Analytics. Manager may provide data analytics, including predictive analytics, to Practice. In addition, Manger will prepare all necessary reports and documentation to ensure that Practice is fully compliant with Section 1375.4 et seq., of the California Health and Safety Code (the “Knox-Keene Act”) and Title 28, California Code of Regulations, Section 1300.75.4 et seq. , with respect to operating as a risk-bearing organization.

3.14 CMS Liaison. Manager may act as Practice’s liaison with the Centers for Medicare and Medicaid Services (“CMS”).

3.15 Technology and Data Informatics. Manager may provide the health information technology platform(s) for Practice, as well as EHR integration, HIE formation and patient engagement tools.

3.16 Education. Manager may provide education to Practice and its physicians on value-based care, population health management, appropriate medical coding and other topics. For clarification, all decisions regarding coding and billing procedures for patient care services shall be Practice’s responsibility.

3.17 Disclaimers. MANAGER MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS (A) THAT THE SERVICES PROVIDED BY MANAGER WILL RESULT IN ANY PARTICULAR AMOUNT OR LEVEL OF SERVICES OR INCOME TO PRACTICE, (B) WITH RESPECT TO THE WORK TO BE PERFORMED BY ARCHITECTS, ENGINEERS, CONSULTANTS AND CONTRACTORS PROVIDING SERVICES TO ANY

PREMISES OR (C) WITH RESPECT TO THE PREMISES, THE EQUIPMENT, THE SUPPLIES OR THIRD-PARTY SOFTWARE, INCLUDING WITHOUT LIMITATION, THE DESIGN OR CONDITION THEREOF, THEIR MERCHANTABILITY, FITNESS, CAPACITY, QUALITY, DURABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THEIR MATERIAL OR WORKMANSHIP OR THEIR CONFORMITY TO ANY SPECIFICATIONS, AND MANAGER HEREBY DISCLAIMS ALL SUCH WARRANTIES AND REPRESENTATIONS. To the extent that Manager’s Affiliates provide any goods and services to Practice, Practice shall rely exclusively on the express warranties provided by such Affiliates, if any.

4. COVENANTS AND RESPONSIBILITIES OF PRACTICE. During the Term, to the maximum extent permissible by applicable law, Practice shall have the following obligations:

4.1 Licensure. With Manager’s assistance, Practice shall hold, and shall cause all Physicians to hold, the licenses, permits, and Medicare and Medicaid provider numbers required or appropriate in connection with the operation of Practice in compliance with all applicable state and federal laws, rules, and regulations. Practice shall provide prompt notice to Manager of any threatened or actual termination or suspension of any governmental authorization, or any event or condition that may lead to a termination of suspension of any governmental authorization, as soon as reasonably practicable after obtaining knowledge thereof. Practice shall use commercially reasonable efforts to administer and follow the duly adopted policies and procedures applicable to Practice, including compliance with the Knox-Keene Act.

4.2 Services. Practice shall be responsible for the supervision and performance by the Physicians of professional services and related personnel matters.

4.3 Physician Compensation. Practice shall be responsible for paying compensation to and providing any applicable benefits (including malpractice insurance) for, all Physicians, including making any withholdings for income tax, unemployment insurance, and social security to the extent required under applicable law and, in all cases, in a manner consistent with the terms of the Professional Services Agreements. Practice shall also pay all physician fringe benefits and payments required under the Professional Services Agreements.

4.4 Professional Standards. During the Term, Practice shall immediately notify Manager in writing upon becoming aware that any Physician does not meet the following qualifications and shall not knowingly permit any Physician who does not meet such qualifications to provide professional services on behalf of Practice: (a) each Physician shall at all times have a valid and unrestricted license to practice medicine in the State that has never been suspended, revoked or otherwise restricted or terminated, shall have complied with all continuing medical education requirements imposed by State law, shall be in good standing with the Medical Board of the State, and shall have appropriate board and other certifications required to render services on behalf of Practice; (b) each Physician shall possess a valid DEA registration and state controlled substance registration certificate; (c) each Physician shall be covered by the malpractice insurance required for Practice hereunder; (d) each Physician shall have privileges at one or more hospitals designated by Practice; (e) each Physician shall be qualified and enrolled to provide reimbursable services under Medicare, Medicaid and each other applicable federal and state health care program and third party payor program in which Practice participates, and no Physician shall be currently

suspended, excluded, debarred or otherwise not permitted to continue to participate in the Medicaid and/or Medicare programs or any other applicable federal or state health care or third party payor program; and (f) no Physician shall be or shall have been indicted or convicted of, or plead guilty to (including a plea of nolo contendere), an offense related to health care, billing and/or submission of claims, or a felony or misdemeanor involving moral turpitude.

4.5 Quality Assurance. Practice shall cooperate with Manager to maintain a peer review, quality assurance, coding education and compliance programs pursuant to which Practice shall monitor and evaluate the consistency, quality, cost effectiveness and medical necessity of professional services provided by Physicians to ensure that such care meets currently accepted standards of medical competence and is in accordance with currently approved methods and practices in the medical profession.

4.6 Medical Records. Practice shall require Physicians to complete all medical records for professional services promptly and in accordance with applicable laws and regulations and third-party payor requirements. All medical records shall at all times remain Practice’s property; provided, that Manager shall provide the staff to manage the medical records department and Practice shall provide Manager with access to and copies of such records as reasonably necessary for Manager to perform its obligations under this Agreement. Practice shall provide Manager with copies of all Explanation of Benefit forms received by Practice from payors, to allow Manager to reconcile payments against accounts receivable and otherwise perform Manager’s obligations under this Agreement.

4.7 Medical Supplies. Practice shall be responsible for approving and selecting all Practice Medical Supplies. Whenever practicable, permissible under applicable law, and cost and quality competitive, as determined by Practice, Practice shall utilize any Manager group purchasing programs and formularies.

4.8 Equipment. Practice shall advise Manager of any equipment required to maintain the Premises in a manner suitable to provide services to Practice’s patients and clients. Practice shall be responsible for approving and selecting all medical equipment required to provide patient care services.

4.9 Practice’s Obligations with respect to Premises. Practice shall not make any alterations to the Premises without the prior written approval of Manager. Practice shall promptly remove, upon request by Manager, any alteration made to the Premises without Manager’s written consent. Upon expiration or earlier termination of this Agreement, all permitted alterations to the Premises improvements shall become the property of the party entitled thereto under the applicable lease. Practice shall observe faithfully and comply strictly with any rules and regulations that Manager may from time to time reasonably adopt for the safety, operations, care and cleanliness of the Premises or the preservation of good order therein. Practice shall not commit, or permit any Physician to commit, any act or omission which breaches any obligations under any applicable lease.

4.10 Preservation of Practice Assets; Exclusivity of Practice.

4.10.1 Governing Documents and Contracts. Practice shall remain legally organized and authorized to provide physician services in a manner consistent with applicable law. During the Term, except as necessary to comply with applicable law, Practice shall not incur any indebtedness for borrowed money without Manager’s consent, which shall not be unreasonably withheld or delayed.

4.10.2 Physician Non-Solicitation Covenants. At all times during the term of this Agreement, Practice shall cause each Physician to agree that such Physician shall not directly or indirectly (i) use trade secrets of Practice to solicit any patients, customers or clients of Practice or (ii) solicit any employees, agents or independent contractors of Practice, in each case during such physician’s employment or contractual relationship with, and/or ownership of equity in, Practice, and for two (2) years thereafter. Manager is hereby designated as an express third-party beneficiary of such covenants with full rights, to the extent permitted by law, to enforce such provisions at its election by injunctive relief and by specific performance or by pursuing monetary damages, such relief to be without the necessity of posting a bond, cash or other security. In the event of a Physician’s non-compliance with his/her non-solicitation covenants, Practice shall exercise reasonable efforts to enforce such covenants.

4.10.3 Exclusivity of Practice. As a material inducement for Manager to enter into this Agreement, Practice agrees that during the Term of this Agreement, and for a period of two (2) years after termination or expiration of this Agreement, Practice will not engage any party other than Manager to provide management, PHM services, GPRO reporting, data analytics, staffing or other services similar to any of those provided by Manager hereunder.

4.10.4 Reasonableness of Covenants. Practice acknowledges that Manager has expended, and will continue to expend, significant resources, and has undertaken significant obligations, and will continue to incur significant obligations, to be in a position to perform its obligations under this Agreement. Practice agrees that any actions or omissions of Practice in breach of the covenants set forth in this Section 4.11 could materially impact Practice’s ability to comply with its obligations hereunder, which could cause Manager’s business to suffer a material adverse effect. In consideration of the foregoing, Practice acknowledges and agrees that the covenants set forth in this Section 4.11 are reasonable and necessary to protect Manager’s legitimate business interests.

4.11 Nondisclosure of Confidential Information. Practice acknowledges and agrees that during the Term hereof, it shall have access to Confidential Information and other proprietary information of Manager relating to the operation and management of physician practices, which information Practice acknowledges and agrees is confidential. Practice shall not, and its members, employees, Physicians, agents and Affiliates of the foregoing shall not, except as may be required by any lawful subpoena, court order or legal process, at any time without Manager’s prior written consent: (i) disclose any such information to any third party, or (ii) reproduce or utilize any such information in furtherance of any business venture other than the business of Practice. If Practice or a Physician is required by lawful subpoena, court order, or legal process to disclose any Confidential Information or other proprietary information of Manager, Practice shall provide sufficient notice thereof to Manager to enable Manager to seek a protective order or other appropriate legal or equitable remedy to prevent such disclosure. The term “Confidential Information” does not include information that (i) is or becomes generally available to the public

other than by disclosure in violation of this Agreement, (ii) was within the Practice’s possession prior to being furnished such information by Manager, and is not otherwise subject to restrictions on disclosure, (iii) becomes available to Practice from a third party on a non-confidential basis, or (iv) was independently developed by Practice without the use of any Confidential Information.

4.12 Nonsolicitation of Employees. Practice agrees that Manager has invested, and will continue to invest, substantial time and effort in assembling and training Manager’s present staff and personnel. Accordingly, throughout the Term, and for a period of two (2) years after termination of this Agreement for any reason, Practice and its Affiliates shall not, at any time, directly or indirectly solicit, encourage, entice or induce for employment any employee of Manager (including any employee hired by Manager after the date hereof or after the termination hereof) or take any action which results in the termination of employment or other arrangements between Manager and an employee thereof or otherwise interferes with such employment.

4.13 Remedies. Practice acknowledges that the restrictions in Sections 4.12 and 4.13 are reasonable and necessary to protect the legitimate interests of Manager and that any violation would result in irreparable injury to such party. All remedies available to Manager for breach of the provisions of Sections 4.12 and 4.13 are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of the other remedies. Manager shall have, and may pursue, all remedies at law and in equity, and without limiting the generality of the foregoing, may sue for injunctive relief (without having to prove actual damages or immediate or irreparable harm or to post a bond) and damages including disgorgement of profits. If a court holds that the duration and/or scope of the restrictions set forth in Sections 4.12 and 4.13 are unreasonable or invalid, then, to the extent permitted by law, the court may prescribe a duration and/or scope that is reasonable or valid, and the parties agree to accept such determination subject to their rights of appeal. If Practice violates a restriction set forth in Section 4.12 or 4.13, then the time period applicable to Practice shall be extended for a period of time equal to the period during which said violation or violations occurred, but such extension of time shall not otherwise limit Manager’s remedies for breach. If Manager seeks injunctive relief from said violation in court, then the running of the restrictive covenant period shall be suspended during the pendency of said proceeding, including all appeals by such party. This suspension shall cease upon the entry of a final judgment in the matter. The existence of any claim or cause of action by Practice against Manager, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Practice of the foregoing. Manager shall be entitled to reimbursement from Practice for its costs and fees, including reasonable attorneys’ fees, associated with any litigation entered into to enforce Sections 4.12 and 4.13 if Manager prevails in any such enforcement action.

4.14 Survival. The provisions of Sections 4.12 through 4.14 shall survive the termination or expiration of this Agreement for a period of two (2) years thereafter (or longer if expressly so provided).

4.15 Disclaimer of Liability. Practice hereby acknowledges and agrees that Manager shall not be liable to Practice or any Physician for any consequential, special, punitive or incidental liability, loss or damage caused or alleged to be caused directly or indirectly through any action or inaction on the part of Manager hereunder or otherwise, including without limitation, by any defect

or deficiency in the development, construction or manufacture of the Premises, any equipment or any supplies, whether based upon breach of contract or warranty, negligence or other legal theory.

5. FINANCIAL ARRANGEMENT.

5.1 Fiscal Matters.

5.1.1 Billing and Collections.

(a) Practice shall provide to Manager and shall maintain accurate, legible, complete, proper and timely documentation of all services and related information required for billing purposes. Practice shall require coding for professional services utilizing Current Procedural Terminology (CPT) and for diagnoses utilizing the current version of the International Codes for Diseases. Practice shall, and shall cause each Physician to, cooperate fully with Manager’s billing personnel and provide such information and execute such documents as shall be reasonably necessary for such billing personnel to prepare, process and collect bills for services rendered by Practice.

(b) Manager agrees to assist Practice with submission of claims to third parties for the reimbursement of Practice’s provision of healthcare services. Manager is authorized to utilize Practice and Physician provider numbers for its obligations hereunder. Manager agrees to use commercially reasonable efforts to collect on behalf of Practice all billable services. With Practices’ prior written consent, Manager’s may (i) extend the time of payment of Practice’s claims receivables; (ii) discharging, settling or releasing the obligors of any such claim receivables, (iii) suing, assigning or selling at a discount any claim receivables, or (iv) taking other measures to procure the payment of any claim receivables. Manager shall have no obligation to submit bills for any claim that Manager believes is not reimbursable under the particular circumstances, and while Manager may elect to pursue litigation to collect accounts, Manager shall have no obligation to do so.

5.1.2 Payables and Cash Management. Manager shall provide cash management services to Practice and shall handle the payment of expenses on behalf of Practice to the extent of available funds of Practice, including payment of the Management Fee to Manager. Manager may make advances from time to time for the payment of Practice’s expenses. Additionally, if the Practice has insufficient cash required for the payment of Practice’s expenses or such amount to ensure compliance with the Knox-Keene Act, including the Tangible Net Equity requirements, as such term is defined in the Knox-Keene Act, (“Shortfalls”), Manager will be responsible to infuse additional cash funds to cover the Shortfalls. Practice shall repay any such advances for expenses and Shortfalls before making payment of any other expenses of Practice, unless Manager elects in its sole discretion to apply any such payment from Practice to expenses of Practice, or unless otherwise agreed in writing by Practice and Manager. In the event Manager and Practice enter into a loan agreement pursuant to which Manager agrees to make advances and/or Shortfall payments to Practice and the terms of such loan agreement conflict with the terms of this Section 5.1.2, the terms of such loan agreement shall govern. Manager or its affiliates may enter into loan arrangements with third party lenders from time to time to enable Manager to satisfy its commitment to make loan advances to Practice hereunder. In consideration of Manager’s commitment to make loan advances to Practice hereunder, to the extent required by any third-party

lender, Practice agrees to enter into such loan documents in the same manner and on the same terms as Manager and its affiliates such that Practice is bound as a direct or indirect obligor under such loan documents and Practice’s assets are pledged as collateral for such loan obligations.

5.1.3 Special Power of Attorney. In connection with the services to be provided hereunder, throughout the Term, Practice hereby grants Manager, and grants each Subcontractor pursuant to the applicable subcontract, a special power of attorney and appoints Manager and permits Manager to appoint each Subcontractor as Practice’s true and lawful agents and attorneys-in-fact, and Manager and each Subcontractor so appointed by Manager hereby accept such special power of attorney and appointment, solely for the following purposes:

(a) To bill Practice’s patients, in Practice’s name and on Practice’s behalf, for professional and other services provided by or on behalf of Practice;

(b) To process claims for reimbursement or indemnification to insurance companies, Medicare, Medicaid, and all other third-party payors and fiscal intermediaries, in Practice’s name and on Practice’s behalf, for professional services provided by or on behalf of Practice;

(d) To make and authorize disbursements from Practice Account to repay advances made by Manager and to pay expenses of Practice (including the Management Fee) on behalf of Practice;

(e) To take possession of, endorse in the name of Practice, and deposit into Practice Account any notes, checks, money orders, insurance payments, and any other instruments received in payment of accounts receivable for services provided by Practice.

The special powers of attorney granted in this Agreement shall be coupled with an interest. Such special powers of attorney shall expire when this Agreement has been terminated. At Manager’s request, Practice shall execute and deliver to the financial institution where Practice Account is maintained such additional documents or instruments as may be necessary to evidence or effect the special powers of attorney described above. With respect to any Practice Account into which receivables payable by a federally funded health care program (including Medicare and Medicaid) are paid, Practice may revoke the special power of attorney granted herein at any time, with or without cause, immediately upon written notice to Manager; provided, however, such revocation shall constitute a material breach of this Agreement and shall subject each party hereto to all the rights and remedies afforded the other hereunder for the breach.

5.1.4 Practice Account. Practice has established account(s) (collectively, the “Practice Account”), which shall be and at all times shall remain in Practice’s name and under Practice’s control, subject to the security interest granted pursuant to this Agreement. Practice covenants to transfer and deliver to Manager for deposit into Practice Account all funds received by or on behalf of Practice from patients or third-party payors for services provided by Practice. Upon receipt by Manager of any funds from patients or third-party payors or from Practice pursuant hereto for services provided by Practice, Manager shall immediately deposit the same

into Practice Account. Practice shall designate at least two of Manager’s designees (who may be Subcontractor employees) as the sole authorized signatories on Practice Account and Manager shall inform Practice who these designees are in writing and may, from time to time, specify different persons to be the signatories. Manager shall provide full access for Practice to information and records regarding Practice Account. Practice may revoke all authority granted to Manager and Manager’s designees with respect to the Practice Account at any time, provided, however, that any such revocation shall constitute a material breach of this Agreement.

5.1.5 Operating Account. The Manager may also establish one or more bank accounts in the Manager’s name (the “Operating Account”) at banks of the Manager’s sole choosing. Upon Manager’s request, the Practice will enter into an agreement with the Practice’s Bank with respect to all Practice Accounts to automatically sweep funds as specified by Manager from the Practice Accounts into the Operating Account on a daily basis. Manager may pay Practice’s expenses out of either the Practice Account or the Operating Account, including but not limited to payment of the Management Fee and any other expenses of Practice, including but not limited to reimbursement to Manager of any costs incurred on behalf of Practice. Upon Practice’s reasonable request, Manager shall provide an accounting of: (i) all amounts withdrawn by Manager from Practice Account during the immediately preceding month as proceeds of Gross Collections, and (ii) all payments made by Manager during the immediately preceding month on behalf of Practice. Additionally, subject to proper fiscal management and compliance with the Knox-Keene Act, Manager may transfer non-IBNR pledged funds, from the Operating Account to Manager’s designated bank account.

5.1.6 Overpayments. For the express purposes of this Agreement as they pertain to the receipt of payments for physician accounts in accordance with the fee schedule established and maintained by Practice, Manager agrees to cooperate with and support Practice in investigating any inquiries and investigations by or on behalf of payors. If any internal or external audit demonstrates that Practice has received overpayments from third-party payors or submitted claims for payments that would result in overpayments from third-party payors (collectively, “Overpayments”), including without limitation from Medicare or Medicaid, then Manager shall be authorized to negotiate and execute the repayment by Practice of the Overpayments to such third-party payors.

5.2 Management Fees. Practice and Manager acknowledge that Manager will incur substantial costs and business risks in providing services pursuant to this Agreement. Practice and Manager also acknowledge that such costs and business risks can vary to a considerable degree according to the extent of Practice’s business and services. It is the intent of the parties that the fees paid to Manager be reasonable and approximate its actual costs and expenses, plus a reasonable return considering the investment made by Manager and the fair market value of the services provided by Manager. Accordingly, as a fee for all development and management services provided hereunder, Practice shall pay Manager a monthly management fee equal to 8% of the Practice’s prior month’s Gross Margin (“Management Fee”). the Management Fee shall be paid in advance on a monthly basis, payable on or before the 30th day of each month for the subsequent month. Payments that are more than 10 days late shall accrue interest at the rate of 1% per year or if lower, the highest rate permitted by law. The Management Fee may be re-set annually by mutual agreement of the Parties to reflect fair market value and the scope of the services provided by Manager hereunder, provided that the Management Fee re-set shall also be

subject to the approval of the Board of Directors of Clinigence and Practice. For purposes of this Section 5.2., Gross Margin means payments from third party payors for medical care provided to the Practice’s patients less payment to Physicians and other health care provider for care provided to Practice’s patients.

The Management Fee reflects the fair market value of Manager’s services. Payment of the Management Fee is not intended to be, and shall not be interpreted or applied as, permitting Manager to share in Practice’s fees for medical services (all of which are being compensated pursuant to professional services agreements or other agreements with Physicians), but is acknowledged as the parties’ negotiated agreement as to the reasonable fair market value of the items and services furnished by Manager pursuant to this Agreement, considering the nature and extent of the services required and the investment made by Manager.

5.3 Grant of Security Interest. To secure the payment and performance by Practice of its obligations hereunder, including without limitation Practice’s obligations to pay the Management Fee and to repay advances made by Manager under Section 5.1.2 (collectively, the “Secured Obligations”), Practice hereby grants to Manager a continuing security interest in any and all right, title and interest of Practice in and to the following, whether now owned, existing or owned, acquired or arising hereafter (capitalized terms used and not otherwise defined in this Section 5.3 have the definitions given to such terms in the Uniform Commercial Code from time to time in effect in the State (the “UCC”)) (collectively, the “Collateral”): all Accounts, all cash and cash equivalents, all Chattel Paper (including Electronic Chattel Paper), all Documents, all Equipment, all General Intangibles, all Goods, all Instruments, all Inventory, all Investment Property, all Letter-of-Credit Rights, all Payment Intangibles, all Proceeds, all Securities Accounts, all Software, all Supporting Obligations; all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, data and related data processing software (owned by Practice or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; other personal property of any kind or type whatsoever owned by Practice other than Practice Account; and to the extent not otherwise included, all Accessions, Proceeds and products of any and all of the foregoing. Notwithstanding the foregoing grant of a security interest, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by applicable law or requires a consent not obtained of any governmental authority pursuant to applicable law; provided, however, that for purposes of the foregoing it is understood and agreed that Practice will use its reasonable efforts to obtain a consent if permitted by applicable law. Except as may be expressly agreed by Manager in writing, Practice agrees and warrants that the Manager’s lien hereunder is and shall at all times be a first priority lien on the Collateral, except that if, pursuant to Section 5.1.2, Practice grants liens on any of the Collateral to any third party lender of Manager and its Affiliates, the lien and security interest granted by Practice to Manager herein shall be, without further action by any party, a second priority lien on the Collateral, subordinate and junior in all respects to the liens granted to lenders to Manager and its affiliates.

5.3.1 No Other Liens. Practice represents, warrants and covenants that it has not granted or permitted to exist, and will not grant, a security interest in the Collateral to any other person other than Manager and, pursuant to Section 5.1.2, to any third-party lender of Manager and its affiliates.

5.3.2 Further Assurances. Practice agrees that, from time to time, Practice shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary for the security interest granted or purported to be granted by Practice herein to be enforced and to enable Manager to exercise and enforce its rights and remedies hereunder with respect to the Collateral. Without limiting the generality of the foregoing, Practice shall execute and file, and hereby authorizes Manager to execute and file on behalf of and in the name of Practice, such security agreements, financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Manager may request, in order to perfect and preserve the security interest granted or purported to be granted hereby by Practice in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of Practice or that describes the Collateral in some other manner as Manager deems necessary or advisable. Practice agrees to mark its books and records to reflect the security interest of Manager in the Collateral.

5.3.3 Exclusions. Notwithstanding the foregoing grant of a security interest, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any law or regulation or requires a consent not obtained of any governmental authority pursuant to such law or regulation; provided however, that for purposes of the foregoing, it is understood and agreed that Practice will use its reasonable efforts to obtain a consent if permissible by the applicable law or regulation.

5.3.4 Survival. The provisions of this Section 5.3 shall survive the termination or expiration of this Agreement until all of Practice’s payment obligations to Manager are satisfied in full.

6. TERM AND TERMINATION.

6.1 Term. Unless otherwise terminated in accordance with this Agreement, the Term shall commence on the Effective Date, shall continue until the twentieth (20th) anniversary of the Effective Date, and shall automatically renew for successive one-year periods unless Manager provides sixty (60) days’ prior written notice of nonrenewal to the other party prior to the commencement of each of the one-year successive periods.

6.2 Termination for Cause.

6.2.1 Manager may elect to terminate this Agreement for cause upon the occurrence of any of the following events with respect to Practice:

(a) the dissolution or liquidation of Practice;

(b) the filing of a voluntary or involuntary bankruptcy petition (with respect to an involuntary petition, not dismissed within sixty (60) days); and/or a general assignment for the benefit of creditors, or any other similar, material action taken voluntarily or involuntarily under any state or federal statute for the protection of debtors (with respect to an involuntary action, not dismissed within sixty (60) days) of Practice;

(d) the sale, lease or other disposition of all or a material portion of Practice’s assets to any third party, other than asset sales and leases in the ordinary course of business;

(e) Practice’s loss or suspension of its Medicare or Medicaid provider number and/or Practice’s restriction, suspension or exclusion from managing beneficiaries of the Medicare or Medicaid programs so long as such loss, suspension, restriction, suspension or exclusion is for more than sixty (60) days; or

(f) An amendment to Practice’s governing documents without Manager’s consent including but not limited to Practice’s Bylaws, Shareholder Agreement and similar documents.

6.3 Termination for Breach. Either Manager or Practice may terminate this Agreement if there is a material breach of any of the provisions hereof by the other party that endangers the health or safety of patients of Practice. Upon discovery of any such material breach of this Agreement, the non-breaching party shall notify the breaching party in writing of its desire to terminate this Agreement and shall include in such notice the basis on which termination is being effected. If the breaching party fails to cure the breach within 90 days after notice, then this Agreement shall terminate on the 91st day following the date of such notice; provided, that in the event that such breach can be cured and good faith efforts to cure have been commenced but not completed within 90 days after such notice, then this Agreement shall not terminate prior to such cure unless the breaching party fails diligently to pursue the cure to completion or fails to complete such cure within a total cure period of 180 days; and, provided, further, that in the event of an unresolved dispute between the parties as to whether a material breach exists that endangers the health or safety of patients of Practice or with respect to the cure of such material breach, either Manager or Practice may submit such dispute for resolution pursuant to Section 7.8 and the Agreement shall not terminate (based on the notice of breach then at issue pursuant to this Section) unless and until the procedures set forth in Section 7.8 result in a ruling that such a material breach exists that has not been cured. The parties irrevocably grant any arbitrator who reviews a dispute pursuant to the procedures set forth in Section 7.8 the binding authority to determine the question of whether such a material breach exists or has been cured under this Section.

6.4 Clinigence’s Consent to Termination. Any termination of this Agreement by Manager shall require the consent of the Board of Directors of Clinigence.

6.5 Legal Events. The parties acknowledge that this Agreement has been negotiated and entered into in compliance with all applicable provisions of the Medicare and Medicaid anti-kickback statute, 42 U.S.C. § 1320a-7b(b), and the Stark law, 42 U.S.C. § 1395nn, and all other applicable laws and regulations. If any law is adopted or amended or any rule or regulation is published for public comment, promulgated or modified, any administrative ruling, advisory opinion or judicial interpretation in any jurisdiction is issued or modified or any court or administrative tribunal in any jurisdiction issues any decision, judgment, order or interpretation, which, in the reasonable judgment of one party draws into question the terms of this Agreement in a manner that may materially and adversely affect a party’s or any party’s affiliate’s licensure, accreditation, certification, or ability to refer, to accept any referral, to bill, to claim, to present a bill or claim, or to receive payment or reimbursement from any federal, state or local governmental

or non-governmental payor or that may subject such party to a substantial risk of prosecution or civil monetary penalty, then the parties shall modify this Agreement to the minimum extent necessary to eliminate the illegal or unenforceable aspects hereof, while remaining consistent with the intent of this Agreement in its original form.

6.6 Effect of Expiration or Termination.

6.6.1 Termination of Obligations. Upon the expiration or termination of this Agreement, all Secured Obligations shall be immediately paid in full and neither party shall have any further obligations under this Agreement except for (i) obligations accruing prior to the date of expiration or termination and (ii) obligations, promises, or covenants set forth in this Agreement that are expressly made to extend beyond the Term. In addition, Practice shall no longer have any right to the space, equipment, supplies, personnel and services provided by Manager hereunder and shall no longer have the right to use or otherwise benefit from the Confidential Information in any form or fashion. Practice shall immediately return to Manager any space, equipment, records and other items provided hereunder (including all copies thereof) and cease using any of the Confidential Information. Interest shall accrue at a rate of 8% per annum on any Secured Obligations that remain outstanding after the expiration or termination of this Agreement until such Secured Obligations are paid in full.

6.6.2 Manager’s Collateral. If, upon the expiration or termination of this Agreement, any Secured Obligations that are not subject to dispute, remain outstanding that are not paid within sixty (60) days after termination, Manager shall be entitled (i) to exercise in respect of the Collateral all of its rights, powers and remedies provided for herein, by law, in equity or otherwise, including all rights and remedies of a secured party under the UCC, and (ii) to apply the proceeds collected by Manager from the exercise of such remedies (A) first, to pay all reasonable costs and expenses incurred by Manager from its exercise of such remedies, (B) second, after all of the reasonable costs and expenses referred to in clause (A) are paid in full, to pay the Secured Obligations, and (C) third, after payment in full of the amounts referred to in clauses (A) and (B), to Practice or any other person lawfully entitled to receive such surplus.

7. MISCELLANEOUS.

7.1 Status of Parties. It is expressly acknowledged that the parties are independent contractors, and nothing in this Agreement is intended and nothing shall be construed to create an employer-employee, partnership, joint-venture, or agency relationship. Each of Manager and Practice agrees that such party shall be solely responsible for all State and federal laws pertaining to employment taxes, income withholding, unemployment insurance and other employment-related statutes applicable to that party, and each will indemnify and hold the other harmless from any and all loss or liability arising with respect to such matters.

7.2 Insurance. Manager shall maintain insurance for itself in such amounts, on such terms, and with such insurers as Manager shall determine.

7.3 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered by hand or a national over-night courier service, by facsimile with subsequent telephone confirmation, or three (3) Business Days after mailing when

mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties in the manner provided below:

	Practice:	Associated Hispanic Physicians of Southern California
		7422 Garvey Ave. Suite 101
		Rosemead, CA 91770
		Attention: Michael G. Polis, Legal Counsel
		mpolis@wilkefleury.com

	Manager:	AHP Management, Inc.
		c/o Clinigence Holdings, Inc.
		501 1^st Ave. N
		Suite 901
		St. Petersburg, FL 33701

Any party may change the address or facsimile number to which notice is to be given by notice given in the manner set forth above.

7.4 Governing Law. This Agreement shall be governed by the internal laws and judicial decisions of the State of California, without reference to conflicts of law principles, except with respect to the internal governance of Manager, in which case the internal laws and judicial decisions of the State of Delaware shall apply, without reference to conflicts of law principles.

7.5 Assignment. Except as specifically provided in this Agreement to the contrary, this Agreement shall inure to the benefit of and be binding upon the parties and their respective legal representatives, successors, and assigns; provided, however, that no party may assign this Agreement without the prior written consent of the other parties. Notwithstanding the foregoing, Practice acknowledges and agrees that (i) Manager may assign or delegate certain of Manager’s obligations hereunder to a Subcontractor, but no such assignment or delegation shall relieve Manager of its duties hereunder, and (ii) Manager may assign this Agreement (x) to any of its Affiliates, (y) to any successor in interest or (z) in connection with the transfer of all or substantially all of Manager’s business or assets, whether by sale, merger or otherwise.

7.6 Captions; Gender and Number. Captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision. The masculine gender includes the feminine and neuter genders and the singular includes the plural.

7.7 Additional Assurances. At the request of any party, the other parties shall execute any additional instruments and take any additional acts as may be reasonably required to carry out the intent and purposes of this Agreement.

7.8 Dispute Resolution/Arbitration. The parties shall use good faith negotiation to resolve any dispute that may arise under this Agreement. In the event the parties cannot reach agreement on any issue, such issue will be settled by binding arbitration before a single arbitrator in accordance with the Rules of Procedure for Arbitration of the American Health Lawyers

Association (AHLA) Alternative Dispute Resolution Service, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be chosen in accordance with the rules of the AHLA Alternative Dispute Resolution Service then in effect. If the AHLA Alternative Dispute Resolution Service is no longer in effect, then the arbitration shall be conducted as set out above by the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association then in effect. The arbitrator may in any such proceeding award attorneys’ fees and costs to the prevailing party. Manager and Practice shall share the costs of the arbitrator equally between them. Each party shall bear its own expenses of preparation for and participation in arbitration. The statute of limitations applicable to any claim shall be determined as if such claim were being asserted in a state court in the State, for all state law claims, and in a federal court in the State, for all federal law claims, and such statute of limitations shall apply to preclude arbitration of any claim hereunder not brought within the applicable limitation period. Notwithstanding anything herein to the contrary, the parties reserve the right to proceed at any time in any court having jurisdiction or by self help to exercise or prosecute the following remedies, as applicable: (i) pre-judgment garnishment or attachment of property, (ii) a preliminary injunction or temporary restraining order to preserve the status quo or to enforce a party’s rights under any provision set forth in Sections 4.12 and 4.13 and (iii) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of the arbitrator(s) to grant similar remedies that may be requested by a party in a dispute. The agreement to arbitrate set forth in this Section 7.8 may only be enforced by the parties to this Agreement and their permitted successors and assigns, shall survive the termination or breach of this Agreement, and shall be construed pursuant to and governed by the provisions of the Federal Arbitration Act, 9 U.S.C. §1, et seq.

7.9 Force Majeure. Other than Practice’s repayment obligations with respect to the Secured Obligations, no party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or other interruption of service deemed to result, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, failure of transportation, strikes or other work interruptions by a party’s employees, unavailability of supplies, or any other similar cause beyond the reasonable control of that party unless the delay or failure in performance is expressly addressed elsewhere in this Agreement. For purposes of clarification, the Covid-19 pandemic shall not be considered a Force Majeure event hereunder.

7.10 Severability; Reformation. If any provision contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, unless the invalidity of any such provision substantially deprives either party of the practical benefits intended to be conferred by this Agreement. Notwithstanding the foregoing, any provision of this Agreement held invalid, illegal or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable, and the determination that any provision of this Agreement is invalid, illegal or unenforceable as applied to particular circumstances shall not affect the application of such provision to circumstances other than those as to which it is held invalid, illegal or unenforceable. To the extent permitted by law, the parties hereby to the same extent waive any applicable federal, State, and local laws, rules and regulations

that renders any provision hereof prohibited or unenforceable in any respect. Nothing in this provision amends, or is intended to amend, Section 6.5 of this Agreement.

7.11 Amendments to Agreement. This Agreement may not be modified, amended, supplemented or waived except by a writing signed by the authorized signatories of the parties hereto, and such writing must refer specifically to this Agreement. Without limiting the generality of the foregoing, this Agreement shall not be amended, supplemented or superseded without the consent of the Board of Directors of Clinigence.

7.12 Entire Agreement. This Agreement, together with its Appendix and Exhibits, constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters, including without limitation any and all prior management service agreements.

7.13 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be one and the same agreement. Execution by original signature delivered by facsimile transmission or other electronic means shall be deemed to be, and shall have the same effect as, execution by original signature.

7.14 Compliance with HIPAA Requirements. The parties shall enter into a Business Associate Agreement in the form attached hereto, on or prior to the Effective Date.

7.15 Availability of Records. In the event Manager is determined to be a subcontractor under the applicable provisions of the Social Security Act, including Section 1861(v)(1)(I) of the Social Security Act and related regulations, Manager will, until the expiration of four (4) years after the furnishing of services under this Agreement, make available upon the request of federal officials or their representatives, this Agreement and Manager’s books, documents and records as may be necessary to certify the nature and extent of the cost incurred by Practice and services provided pursuant to this Agreement. This requirement shall adopt and incorporate by reference the applicable provisions of the Social Security Act with respect to the availability of all such subcontractor books and records.

7.16 Third Party Beneficiary. Manager and Practice agree that Clinigence, as the sole stockholder of Manager, is an intended third-party beneficiary of this Agreement and shall independently have the right to enforce Clinigence’s and Manager’s rights under this Agreement.

[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.]

IN WITNESS WHEREOF, Manager and Practice have caused this Agreement (including without limitation the power of attorney granted herein by Practice to Manager) to be executed as of the day and year first above written.

	MANAGER:	AHP Management, Inc.

		By: /s/ Robert W. Chan
		Name: Robert W. Chan
		Title: Chief Executive Officer/President

	Practice:	Associated Hispanic Physicians of Southern California

		By: /s/ Robert W. Chan
		Name: Robert W. Chan
		Title: Chief Executive Officer/President

Appendix A

“Affiliate” means (i) with regard to any Person who is an individual, such Person’s spouse, any issue, spouse of issue, a trust for the sole benefit of such Person or his/her/its Affiliates, or a corporation, partnership, limited liability company or other entity in which such Person or his/her/its Affiliates have an ownership interest or financial interest or business arrangement of any kind, and if such entity is a professional medical practice, including any physician employees of such entity and (ii) with regard to any Person that is not an individual, (A) any Person directly or indirectly controlling, controlled by or under common control with such Person through the ownership of two percent (2%) or more of the outstanding equity interests of a Person and (B) any and all directors, Managers, officers, partners, shareholders, members and physician employees of such Person and all settlors and trustees of any trust.

“Agreement” has the meaning set forth in the introductory paragraph to this Agreement.

“Applicable law” means all federal, State, and local laws, rules and regulations.

“Authorized Person” has the meaning set forth in Section 2.2.

“Business Day” means any day other than a Saturday or Sunday, a legal holiday or a day on which commercial banks in Los Angeles, California are authorized or required by law to be closed.

“Clinical Personnel” means all Physicians and other licensed or certified personnel of Practice who provide patient care services on behalf of Practice.

“Clinigence” means Clinigence Holdings, Inc., a Delaware corporation and the sole shareholder of Manager.

“Collateral” has the meaning set forth in Section 5.3.

“Confidential Information” means and includes (i) data, know-how, processes, designs, inventions and ideas, patient records and lists, pricing information, vendor contracts and arrangements, market studies, business plans, computer software and programs, database technologies, systems, improvements, devices, know-how, discoveries, concepts, methods, information of Practice or Manager and its respective Affiliates and any other information, however documented, related to Practice or Manager and its respective Affiliates, including information that is a trade secret under applicable law; (ii) information concerning Practice or Manager including historical financial statements, financial projections and budgets, historical and projected revenues and expenses, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers, personnel training and techniques and materials, purchasing methods and techniques, however documented; and (iii) any and all notes, analyses, compilations, studies, summaries and other material prepared by or for Manager or Practice with respect to Practice or Manager and its Affiliates containing or based, in whole or in part, upon any information included in the foregoing. Confidential Information shall not include any information that is or becomes generally publicly known other than as a result of disclosure by Manager or Practice or any of its Affiliates in breach of any obligation owed to Practice or Manager, as applicable.

“Effective Date” has the meaning set forth in the introductory paragraph to this Agreement.

“Gross Collections” means the cash collected from the provision of goods and services of any nature by Practice (including through Physicians).

“Management Fee” has the meaning set forth in Section 5.2.

“Manager” has the meaning set forth in the introductory paragraph to this Agreement.

“Overpayments” has the meaning set forth in Section 5.1.5.

“Owners” means all owners of Practice.

“Parties” means Manager and Practice; each a “party.”

“Person” or “person” means any natural person, firm, association, organization, corporation, partnership, limited liability company, limited liability partnership, professional corporation, joint venture, public entity, and any other business, including, without limitation, a third-party payor.

“Physicians” means all physicians who are employees of Practice and all physicians who are retained, either directly or through a practice entity, as independent contractors to provide physician services on behalf of Practice.

“Practice” has the meaning set forth in the introductory paragraph to this Agreement.

“Practice Account” has the meaning set forth in Section 5.1.4.

“Practice Medical Equipment” means all medical equipment utilized in the provision of clinical services.

“Practice Medical Supplies” means all inventories of pharmaceuticals and other medical supplies that: (i) are necessary in order for Practice to operate its business; and (ii) used in the provision of clinical services.

“Premises” means the locations made available to Practice by Manager pursuant to this Agreement where Practice provides services to patients and clients.

“Professional Services Agreement” means each agreement or arrangement pursuant to which Practice recruits and/or retains Physicians as employees or independent contractors to provide services on behalf of Practice, and any shareholder agreement, stock restriction agreement, operating agreement or other arrangement governing the economic, voting and/or other rights and obligations of the owners of Practice.

“Secured Obligations” has the meaning set forth in Section 5.3.

“State” means the State of California.

“Subcontractor” has the meaning set forth in Section 2.1.

“Support Personnel” has the meaning set forth in Section 3.4.

“Term” means the initial and any renewed periods of duration of this Agreement as further described in Section 6.1.

“UCC” has the meaning set forth in Section 5.3.

Exhibit A

Business Associate Agreement

THIS BUSINESS ASSOCIATE AGREEMENT is by and between AHP Management, Inc. a California corporation (“Business Associate”), and Associated Hispanic Physicians of Southern California, a California professional corporation (“Covered Entity”), and is effective as of the Effective Date of that certain Administrative Services Agreement between the parties hereof.

ARTICLE I
DEFINITIONS

For purposes of this Addendum, the following terms shall have the following prescribed meanings:

“Breach” means the acquisition, access, use or disclosure of Protected Health Information in a manner not permitted under the HIPAA privacy rule which compromises the security or privacy of the Protected Health Information.

“Data Aggregation Services” means, with respect to Protected Health Information created or received by the Business Associate, the combining of such Protected Health Information by the Business Associate with protected health information (as defined in HIPAA) received by the Business Associate in its capacity as a business associate (as defined in HIPAA) of another covered entity (as defined in HIPAA), to permit data analyses that relate to the health care operations of the respective covered entities, including the Covered Entity.

“Electronic Media” means electronic storage media on which data is or may be recorded electronically, including, for example, devices in computers (hard drives) and any removable/transportable digital memory medium, such as magnetic tape or disk, optical disk, or digital memory card, and transmission media used to exchange information already in electronic storage media. Transmission media include, for example, the internet, extranet or intranet, leased lines, dial-up lines, private networks, and the physical movement of removable/transportable electronic storage media. Certain transmissions, including of paper, via facsimile, and of voice, via telephone, are not considered to be transmissions via electronic media, if the information exchanged did not exist in electronic form immediately before the transmission.

“Electronic Protected Health Information” means Protected Health Information that is (i) transmitted by Electronic Media; or (ii) maintained in any medium described as Electronic Media.

“HIPAA” means the security and privacy requirements applicable to health care covered entities as reflected in 42 U.S.C 1320d et seq. and such regulations as may be promulgated thereunder from time to time.

“HITECH” means the Health Information Technology for Economic and Clinical Health Act of 2009 as reflected in 42 U.S.C 17921 et seq. and such regulations as may be promulgated thereunder from time to time.

“Protected Health Information” means individually identifiable health information created by, for or on behalf of the Covered Entity that is: (a) transmitted by Electronic Media; (b) maintained in any medium described as Electronic Media; or (c) transmitted or maintained in any other form or medium.

“Security Incident” means the unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system.

“Unsecured Protected Health Information” means Protected Health Information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary of Health and Human Services in the guidance issued under section 13402(11)(2) of HITECH.

ARTICLE I
PERMITTED AND REQUIRED USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION

The Business Associate shall be permitted and required to use Protected Health Information only as provided in the Agreement and this Business Associate Addendum. The Business Associate shall not use or further disclose Protected Health Information in any manner that: (a) would violate the terms of this Agreement; or (b) if done by the Covered Entity, would violate HIPAA, except that: (i) the Business Associate may use and disclose Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate; and (ii) the Business Associate may provide Data Aggregation Services relating to the health care operations of the Covered Entity. The Business Associate may disclose Protected Health Information for the purposes described in item (b)(i) of this Article II only if the disclosure is required by law or the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person and that the person will notify the Business Associate of any instance where the confidentiality of the Protected Health Information has been breached.

ARTICLE II
RESTRICTIONS ON THE USE AND DISCLOSURE OF PROTECTED HEALTH INFORMATION

Notwithstanding anything in the Agreement to the contrary, the Business Associate shall:

(a) Not use or further disclose Protected Health Information other than permitted or required by this Business Associate Addendum or required by law;

(b) Use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information to prevent use or disclosure of the Protected Health Information other than provided for by this Business Associate Addendum;

(c) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of the Covered Entity as required by HIPAA;

(d) Report to the Covered Entity any use or disclosure of the Protected Health Information not provided for by this Business Associate Addendum, or any successful Security Incident of which it becomes aware;

(e) In accordance with 45 CFR 164.502(e)(l)(ii) and 164.308(b)(2), ensure that any subcontractors that create, receive, maintain or transmit Protected Health Information on behalf of the Business Associate agree to the same restrictions and conditions that apply to the Business Associate with respect to such Protected Health Information (and, in the case of Electronic Protected Health Information, that such subcontractors agree to implement reasonable and appropriate safeguards to protect it);

(f) Make available to any individual Protected Health Information about that individual only to the extent required by, and in accordance with, HIPAA;

(g) Make available an individual’s Protected Health Information for amendment by that individual and incorporate any amendments to that individual’s Protected Health Information to the extent required by, and in accordance with, HIPAA;

(h) Make available Protected Health Information required to provide an accounting of disclosures of an individual’s Protected Health Information to the extent such accounting is required by, and in accordance with, HIPAA;

(i) Make its internal Covered Entity’s books and records relating to the use and disclosure of Protected Health Information received from, or created or received by, the Business Associate on behalf of the Covered Entity available to the Secretary of Health and Human Services (or its delegate) for purposes of determining the Covered Entity’s compliance with HIPAA;

(j) Report to the Covered Entity any Breach of Unsecured Protected Health Information known or suspected by the Business Associate. Notice shall be in writing and provided to the Covered Entity without unreasonable delay. Such notice will include, to the extent possible, the identification of each individual whose Protected Health Information has been or is reasonably believed by the Business Associate to have been accessed, acquired, used, or disclosed during the Breach. Such notice shall also include the following information: (i) a brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known; (ii) a description of the types of Unsecured Protected Health Information that were involved in the Breach (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information were involved); (iii) any steps individuals should take to protect themselves from potential harm resulting from the Breach; (iv) a brief description of what the Business Associate is doing to investigate the Breach, to mitigate harm to individuals, and to protect against any further breaches; and (v) contact procedures for obtaining additional information; and

(k) At termination of this Business Associate Addendum, if feasible, return or destroy (at the Covered Entity’s option) all Protected Health Information received from, or created or received by the Business Associate on behalf of the Covered Entity that the Business Associate still maintains in any form and retain no copies of such Protected Health Information; or, if such return or destruction is not feasible, extend the protections of this Business Associate Addendum to the Protected Health Information and limit further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information infeasible.

(l) To the extent the Business Associate is to carry out one or more of the Covered Entity’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s).

ARTICLE III
OBLIGATIONS OF COVERED ENTITY

3.1 The Covered Entity shall notify the Business Associate of any limitation(s) in the Covered Entity’s notice of privacy Covered Entitys in accordance with 45 CFR 164.520, to the extent that such limitation may affect the Business Associate’s use or disclosure of Protected Health Information.

3.2 The Covered Entity shall notify the Business Associate of any changes in, or revocation of, permission by an individual to use or disclose Protected Health Information, to the extent that such changes may affect the Business Associate’s use or disclosure of Protected Health Information.

3.3 The Covered Entity shall notify the Business Associate of any restriction to the use or disclosure of Protected Health Information that the Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect the Business Associate’s use or disclosure of Protected Health Information.

3.4 The Covered Entity shall not request the Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under HIPAA if done by the Covered Entity. Notwithstanding the foregoing language, the Business Associate may use or disclose Protected Health Information for Data Aggregation Services to the Covered Entity as permitted by 42 CFR 164.504(e)(2)(i)(B) or the management and administrative activities of the Business Associate in accordance with this Business Associate Addendum.

ARTICLE IV
AMENDMENT

This Business Associate Addendum may be amended only in writing and only by the mutual consent of the parties. Notwithstanding the foregoing, this Business Associate Addendum shall automatically be amended to the extent minimally necessary to comply with any changes to HIPAA, including any changes as a result of HITECH.

ARTICLE V
TERM AND TERMINATION

5.1 Effective Date; Mutual Termination; Expiration. This Business Associate Addendum shall become effective as of the date the HIPAA privacy and security requirements become effective with respect to the relationship between the Covered Entity and the Business Associate. This Business Associate Addendum shall remain in effect until the earlier of: (i) the date the parties mutually agree in writing to terminate this Business Associate Addendum; or (ii) the date the Agreement is terminated. No separate notice shall be required to terminate this Business Associate Addendum upon termination of the Agreement.

5.2 Termination by the Covered Entity for Cause. The Covered Entity may terminate this Business Associate Addendum upon written notice to the Business Associate if the Business Associate materially breaches any provision of this Business Associate Addendum and such breach is not cured by the Business Associate within 180 days after the Business Associate’s receipt of written notice of such breach.

ARTICLE VI
RELATIONSHIP TO THE AGREEMENT

It is the intent of the parties that the terms of this Business Associate Addendum be interpreted so as to cause the Agreement to comply with the privacy and security requirements of HIPAA and the requirements of HITECH. Accordingly, this Business Associate Addendum shall amend the Agreement to the extent provided herein regardless of whether this Business Associate Addendum formally satisfies the requirements of the Agreement for amendment of the Agreement. To the extent any provisions of this Business Associate Addendum conflict with the terms of the Agreement, this Business Associate Addendum shall govern.

Remainder of this page intentionally left blank.

IN WITNESS WHEREOF, Business Associate and Covered Entity have caused this Business Associate Agreement to be executed effective as of the Effective Date.

Business Associate: AHP Management, Inc.

By:

Name: Robert Chan

Title: CEO and President

Covered Entity: Associated Hispanic Physicians of Southern California

By:

Name: Robert Chan

Title: CEO and President

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

ACCOUNTABLE HEALTHCARE AMERICA INC.,

CLINIGENCE HOLDINGS, INC.,

AND

AHA ACQUISITION CORP

FEBRUARY 25, 2021

ARTICLE 1. Defined Terms			1
1.1 Defined Terms			1
ARTICLE 2. The Merger			2
2.1 The Merger			2
2.2 Closing			2
2.3 Effective Time			2
2.4 Effects of the Merger			2
2.5 Certificate of Incorporation; Bylaws			2
2.6 Directors and Officers			2
ARTICLE 3. Effect of the Merger on Capital Stock; Exchange of Certificates			3
3.1 Effect of the Merger on Capital Stock			3
3.2 Exchange Procedures			4
3.3 Treatment of Warrants and Other Stock-Based Compensation			5
3.4 Appraisal Rights			7
ARTICLE 4. Pre-Closing Covenants			7
4.1 Parent’s Conduct of the Business			7
4.2 AHA’s Conduct of the Business			9
4.3 Access to Information			11
4.4 Commercially Reasonable Efforts			12
4.5 Acquisition Transaction			12
4.6 Notices of Certain Events; Continuing Disclosure			13
4.7 Confidentiality, Press Releases and Public Announcements			13
4.8 Conversion of AHA Series C Preferred Stock; Modification of Series E Preferred			14
4.9 Consents			14
4.10 Section 16(b) Board Approval			14
4.11 AHA Stockholder Approval			14
ARTICLE 5. Closing Deliveries			15
5.1 Closing Deliveries by Parent			15
5.2 Closing Deliveries by AHA			17
ARTICLE 6. Representations and Warranties of Parent and Merger Sub			18
6.1 Organization and Qualification			18
6.2 Authority; Capacity			18

6.3 Capitalization; Ownership of Parent; Debt.			18
6.5 Subsidiaries			19
6.6 Financial Statements			20
6.7 Absence of Undisclosed Liabilities			20
6.8 Absence of Changes			21
6.9 Material Contracts			21
6.10 Title; Sufficiency; Condition of Assets			23
6.11 Leased Real Property			23
6.12 Intellectual Property			24
6.13 Service Providers			27
6.14 Parent Benefit Plans			28
6.15 Compliance with Laws; Governmental Approvals			29
6.16 Litigation			30
6.17 Taxes			30
6.18 Brokers			32
6.19 Transactions with Affiliates			32
6.20 Insurance Policies			33
6.21 Bank Accounts			33
6.22 Powers of Attorney			33
6.23 Certain Securities Law Matters.			33
6.24 Copies Complete			33
6.25 Full Disclosure.			34
ARTICLE 7. Representations and Warranties of AHA			34
7.1 Organization and Qualification			34
7.2 Authority; Capacity			34
7.3 Capitalization; Ownership of AHA; Debt.			34
7.4 No Conflicts; Required Consents			35
7.5 Subsidiaries			36
7.6 Financial Statements			36
7.7 Absence of Undisclosed Liabilities			36
7.8 Absence of Changes			37
7.9 Material Contracts			37

iii

7.10 Title; Sufficiency; Condition of Assets			39
7.11 Leased Real Property			39
7.12 Intellectual Property			40
7.13 Service Providers			42
7.14 AHA Benefit Plans			44
7.15 Compliance with Laws; Governmental Approvals			45
7.16 Litigation			46
7.17 Taxes			46
7.18 Brokers			48
7.19 Transactions with Affiliates			48
7.20 Insurance Policies			48
7.21 Bank Accounts			49
7.22 Powers of Attorney			49
7.23 Certain Securities Law Matters			49
7.24 Accredited Investor			49
7.25 Copies Complete			49
7.26 Full Disclosure.			49
ARTICLE 8. Additional Agreements			49
8.1 Expenses			49
8.2 Tax Returns			49
8.3 Parent Name Change			50
8.4 Lock-Up Agreements			50
8.5 Parent Debt			50
8.6 Post-Closing Parent Governance			51
8.7 Listing; Resale Registration			51
8.8 Employment Agreements			51
8.9 Officers and Directors Indemnification; D&O Insurance			51
ARTICLE 9. Conditions to Closing			52
9.1 Conditions Precedent to Obligations of AHA			52
9.2 Conditions Precedent to Obligations of Parent and Merger Sub			53
ARTICLE 10. Termination			55
10.1 Termination			55

ARTICLE 11. Miscellaneous Provisions			56
11.1 Amendments and Waivers			56
11.2 Notices			56
11.3 Governing Law			57
11.4 Exhibits and Schedules			57
11.5 Assignments Prohibited; Successors and Assigns			57
11.6 No Third-Party Beneficiaries			57
11.7 Counterparts			58
11.8 Severability			58
11.9 Entire Agreement			58
11.10 Interpretation			58
11.11 Construction			58
11.12 Jurisdiction; Service of Process			59
11.13 Waiver of Jury Trial			59
11.14 Provisional Relief; Specific Performance			59
11.15 Recovery of Fees by Prevailing Party			59
11.16 Further Assurances			59
11.17 Time of the Essence			59

Schedule 1	Definitions
Schedule 2.6	Directors and Officers of Surviving Corporation
Schedule 3.3(a)	Options
Schedule 3.3(b)	Warrants
Schedule 3.3(c)	Convertible Debt
Schedule 3.3(d)	Capitalization Certificate
Schedule 4.2(a)	AHA’s Conduct of the Business
Schedule 5.1(i)	Parent Signatories to Lock Up Agreements
Schedule 5.2(e)	AHA Signatories to Lock Up Agreements
Schedule 6	Parent Disclosure Schedule
Schedule 7	AHA Disclosure Schedule
Schedule 8.7	Directors and Officers of Parent
Schedule 9.1(g)	Specified Parent Contracts
Schedule 9.1(h)	Specified AHA Contracts
Exhibit 8.5	Form of Lock Up Agreement

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of February 25, 2021 (the “Signing Date”) by and among Accountable Healthcare America Inc., a Delaware corporation (“AHA”), Clinigence Holdings, Inc., a Delaware corporation (“Parent”), and AHA Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).

RECITALS

WHEREAS, the parties intend that Merger Sub be merged with and into AHA, with AHA surviving that merger on the terms and subject to the conditions set forth herein;

WHEREAS, the Board of Directors of AHA (the “AHA Board”) has by the unanimous vote of the directors: (a) determined that it is in the best interests of AHA and the holders of shares of AHA’s capital stock, and declared it advisable, to enter into this Agreement with Parent and Merger Sub; (b) approved the execution, delivery, and performance of this Agreement and the consummation of the Merger contemplated hereby, including the Merger; and (c) resolved, subject to the terms and conditions set forth in this Agreement, to recommend adoption of this Agreement by the stockholders of AHA; in each case, in accordance with the Delaware General Corporation Law (the “DGCL”);

AGREEMENT

ARTICLE 1.
Defined Terms

1.1 Defined Terms. Certain capitalized terms used in this Agreement are defined on Schedule 1 attached hereto.

ARTICLE 2.

The Merger

2.1 The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time: (a) Merger Sub will merge with and into AHA (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; (c) AHA will continue its corporate existence under the DGCL as the surviving corporation in the Merger and a Subsidiary of Parent (sometimes referred to herein as the “Surviving Corporation”); and (d) the Surviving Corporation shall change its name to a name that is mutually agreeable to Parent and AHA.

2.3 Effective Time. Subject to the provisions of this Agreement, at the Closing, AHA, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by AHA and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

2.4 Effects of the Merger. The Merger shall have the effects set in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses, and authority of AHA and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, and duties of each of AHA and Merger Sub shall become the debts, liabilities, obligations, restrictions, and duties of the Surviving Corporation.

ARTICLE 3.

Effect of the Merger on Capital Stock; Exchange of Certificates

3.1 Effect of the Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, or AHA or the holder of any capital stock of Parent, Merger Sub, or AHA:

(a) Cancellation of Certain AHA Common Stock. Each share of AHA’s common stock, par value $0.001 per share (the “AHA Common Stock”), that is owned by AHA (as treasury stock or otherwise) or any of its direct or indirect wholly-owned Subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

(b) Conversion of AHA Common Stock and AHA Series C and D Preferred Stock. Each share of AHA Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive such number of fully paid and nonassessable shares of Parent Common Stock, and each share of AHA Series C and Series D Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive such number of fully paid and nonassessable shares of Parent Common Stock as set forth on Schedule 3.3 (d) (collectively, the “Merger Consideration”) that would result in the stockholders of AHA (the “AHA Stockholders”) having a right to receive an aggregate number of the Merger Consideration shares of Parent Common Stock immediately following the Effective Time , assuming there are no Dissenting Stockholder Interests as of the Effective Time (the “Exchange Ratio”),. Notwithstanding the foregoing, and for the avoidance of doubt, for purposes of calculating the Exchange Ratio, (i) the aggregate number of shares of Parent held by the AHA Stockholders immediately following the Effective Time shall include the number of issued and outstanding common shares and the securities listed on Schedule 3.1(b), in each case on an as-converted basis, (ii) the aggregate number of issued and outstanding shares of Parent Common Stock immediately prior to the Effective Time shall include subscriptions, convertible Debt, options, warrants, conversion, exchange or other rights, agreements or commitments of any kind relating to or obligating Parent to issue or sell, or cause to be issued or sold or converted into, any shares of capital stock of Parent or any securities convertible into or exchangeable for any such shares from and after the Signing Date and to the Effective Time, in each case on an as-converted basis, and (iii) the aggregate number of issued and outstanding shares of AHA Common Stock immediately prior to the Effective Time shall include the number of issued and outstanding common shares and the securities listed on Section 7.3(a) of the AHA Disclosure Schedule.

(c) Conversion of Merger Sub Capital Stock. Each share of common stock, per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid, and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

(d) Parent Capital Stock. Parent shall reserve and take all other actions necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Parent Common Stock for delivery in accordance with this Section 3.1.

3.2 Exchange Procedures.

(b) Procedures for Surrender; No Interest. Promptly after the Effective Time, the Exchange Agent or AHA shall send to each record holder of shares of AHA Common Stock at the Effective Time a transmittal letter in a form mutually agreed to by the parties (the “Transmittal Letter”). Each holder of shares of AHA Common Stock shall be entitled to receive the Merger Consideration in respect of the AHA Common Stock represented by a Certificate or Book-Entry Share upon: (i) surrender to the Exchange Agent of a Certificate; or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares; in each case, together with a duly completed and validly executed Transmittal Letter and such other documents as may reasonably be requested by the Exchange Agent or AHA. No interest shall be paid or accrued upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this ARTICLE 3, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.

(c) Payments to Non-Registered Holders. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Book-Entry Share, as applicable, is registered, it shall be a condition to such payment that: (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred; and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(d) Full Satisfaction. All Merger Consideration paid upon the surrender of Certificates or transfer of Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of AHA Common Stock formerly represented by such Certificate or Book-Entry Shares, and from and after the Effective Time, there shall be no further registration of transfers of shares of AHA Common Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged as provided in this ARTICLE 3.

(e) Distributions with Respect to Unsurrendered Shares of AHA Common Stock. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement.

(f) Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of AHA or Parent shall occur (other than the issuance of additional shares of capital stock of AHA or Parent as permitted by this Agreement), including by reason of any

reclassification, recapitalization, stock split, or combination, exchange, readjustment of shares, or similar transaction (other than the Recapitalization), or any stock dividend or distribution paid in stock, the Exchange Ratio and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change; provided, however, that this sentence shall not be construed to permit Parent or AHA to take any action with respect to its securities that is prohibited by the terms of this Agreement.

(g) Withholding Rights. Each of the Exchange Agent, Parent, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this ARTICLE 3 such amounts as may be required to be deducted and withheld with respect to the making of such payment under any Tax Laws. To the extent that amounts are so deducted and withheld by the Exchange Agent, Parent, Merger Sub, or the Surviving Corporation, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which the Exchange Agent, Parent, Merger Sub, or the Surviving Corporation, as the case may be, made such deduction and withholding.

(h) No Fractional Shares. No fractional Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Notwithstanding anything to the contrary contained herein, each holder of AHA Common Stock a who would otherwise have been entitled to receive a fractional share of Parent Common Stock o (after taking into account all AHA Common Stock o owned by such Person) shall receive, in lieu thereof, such fractional shares rounded up to the nearest whole share.

(i) Lost Certificates. If any Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, or destroyed, the Exchange Agent will issue, in exchange for such lost, stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of AHA Common Stock formerly represented by such Certificate as contemplated under this ARTICLE 3.

3.3 Treatment of Warrants and Other Stock-Based Compensation. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, or AHA or the holder of any capital stock of Parent, Merger Sub, or AHA:

(a) AHA Stock Options. Each option to acquire shares of AHA Common Stock (each, an “AHA Stock Option”) that is outstanding under any AHA Stock plan immediately prior to the Effective Time and set forth on Schedule 3.3 (a), whether or not then vested or exercisable, shall be, by virtue of the Merger and without any action on the part of the holder thereof, or any other Person, be assumed by Parent and shall be converted into a Parent Stock Option in accordance with this Section 3.3(a). Each such Parent Stock Option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the AHA Stock Option immediately prior to the Effective Time. As of the Effective Time, each such Parent Stock Option as so assumed and converted shall be an option to acquire that number of whole shares of Parent Common Stock (rounded down to the nearest whole share) (the “Parent Option Shares”) equal to the product of: (i) the number of shares of AHA Common Stock subject to such AHA Stock Option; and (ii) the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of AHA Common Stock of such AHA Stock Option by (B) the Exchange Ratio; provided, that the exercise price and the number of shares of Parent Common Stock subject to the Parent Stock Option shall be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of AHA Stock Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, consistent with the requirements of Section 424(a) of the Code.

(b) AHA Warrants. Each warrant to acquire shares of AHA Common Stock (each, an “AHA Warrant”) that is outstanding immediately prior to the Effective Time and set forth on Schedule 3.3(b), whether or not then vested or exercisable, shall be, by virtue of the Merger and without any action on the part of the holder thereof, or any other Person, be assumed by Parent and shall be converted into a Parent Warrant in accordance with this Section 3.3(b). Each such Parent Warrant as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the AHA Warrant immediately prior to the Effective Time. As of the Effective Time,, except as set forth on Schedule 3.3(b) each such Parent Warrant as so assumed and converted shall be a warrant to acquire that number of whole shares of Parent Common Stock (rounded down to the nearest whole share) (the “Parent Warrant Shares”) equal to the product of: (i) the number of shares of AHA Common Stock subject to such AHA Warrant; and (ii) the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of AHA Common Stock of such AHA Warrant by (B) the Exchange Ratio.

(c) AHA Convertible Notes. Each convertible note or other Debt issued by AHA that is convertible into shares of AHA Common Stock (each, an “AHA Convertible Note”) that is outstanding immediately prior to the Effective Time and set forth on Schedule 3.3(c), whether or not then convertible, shall be, by virtue of the Merger and without any action on the part of the holder thereof, or any other Person, be assumed by Parent and shall be converted into an obligation of Parent in accordance with this Section 3.3(c). Each such Parent obligation as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the AHA Convertible Note immediately prior to the Effective Time. As of the Effective Time and except as set forth on Schedule 3.3©, each such Parent obligation as so assumed and converted shall be a convertible note convertible into that number of whole shares of Parent Common Stock (rounded down to the nearest whole share) (the “Parent Conversion Shares”) equal to the product of: (i) the number of shares of AHA Common Stock subject to such AHA Convertible Note; and (ii) the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of AHA Common Stock of such AHA Convertible Note by (B) the Exchange Ratio.

(d) Tax Treatment. For U.S. federal income Tax purposes, it is intended that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the regulations promulgated thereunder, that this Agreement will constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

(e) Capitalization Certificate. At least five (5) Business Days before the Closing Date, Parent shall prepare and deliver to AHA a certificate (the “Capitalization Certificate”) setting forth, as of immediately prior to the Effective Time, the number of the total issued and outstanding Parent Common Stock on a fully diluted, as-converted basis, calculated in accordance with Section 3.1(b).

(f) Consideration Spreadsheet. At least three (3) Business Days before the Closing Date, AHA shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the President of AHA, which shall set forth, as of the Closing Date and based on the information provided by Parent in the Capitalization Certificate, (i) each AHA Stockholder’s address and, if available to AHA, social security number (or tax identification number, if applicable), (ii) the number of shares of AHA Common Stock held by such Person, (iii) the respective certificate number(s) representing such shares of AHA Common Stock , and (iv) the number of shares of Parent Common Stock k issuable to such Person at the Closing in respect of such AHA Common Stock a as Merger Consideration in accordance with this ARTICLE 3.

3.4 Appraisal Rights. Notwithstanding any provision of this Agreement to the contrary, any outstanding shares of AHA Common Stock held by Persons who have exercised and perfected appraisal

rights for such shares of AHA Common Stock in accordance with Section 262 of the DGCL, if such Section provides for appraisal rights for such shares in the Merger (“Dissenting Shares”), and as of the Effective Time have neither effectively withdrawn nor lost any right to such appraisal, shall not be converted into or represent a right to receive a portion of the Merger Consideration or any other amounts payable under this ARTICLE 3 attributable to such Dissenting Shares. Such holders of AHA Common Stock (the “Dissenting Stockholders”) shall be entitled to receive payment of the appraised value of such shares of AHA Common Stock held by them in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholders fail to perfect, effectively withdraw or otherwise lose their appraisal rights under the DGCL. Notwithstanding the foregoing, if any Dissenting Stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then as of the Effective Time or the occurrence of such event, whichever occurs later, such Dissenting Shares shall automatically be converted into and represent only the right to receive a portion of the Merger Consideration and any other amounts payable under this ARTICLE 3, without interest thereon, upon surrender of the Certificate or Certificates representing such Dissenting Shares in accordance with Section 3.2. Prior to the Effective Time, AHA shall provide Parent prompt notice of any written demands for appraisal or payment of the fair value of any shares of AHA Common Stock, the withdrawal of such demands and any other related instruments served pursuant to the DGCL and received by AHA. Prior to the Effective Time, AHA shall provide Parent the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal or payment of the fair value of any shares of AHA Common Stock. AHA shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or payment of the fair value of any shares of AHA Common Stock, offer to settle or settle any such demands or approve any withdrawal of any such demands. Any demand by any AHA Stockholder for appraisal or payment of the fair value of any shares of AHA Common Stock (whether under Section 262 of the DGCL, or otherwise), including payments in respect of such Person’s Dissenting Shares to the extent such payments exceed the Merger Consideration to which such Person would have been entitled pursuant to Section 3.1 in respect of such Dissenting Shares if such Person had not exercised appraisal rights in respect thereof, shall reduce the aggregate amount of Merger Consideration otherwise payable to AHA Stockholders pursuant to Section 3.1.

ARTICLE 4.
Pre-Closing Covenants

4.1 Parent’s Conduct of the Business.

(a) Subject to Section 4.1(c), from the Signing Date until the Closing Date, Parent covenants and agrees to conduct its business only in, and shall not take any action except in the ordinary course of business and in a manner consistent with past practice; and Parent shall use its commercially reasonable efforts to preserve substantially intact the business organization of Parent, to keep available the services of the current Service Providers of Parent and to preserve the current relationships of Parent with customers, suppliers and other Persons with which Parent has significant business relations. Parent shall promptly notify AHA of any event or occurrence not in the ordinary course of business of Parent.

Service Providers in accordance with agreements providing for the repurchase of shares in connection with any termination of service to Parent;