10.

Subsequent Events

Amendment No.2 to the Merger Agreement, NMM Note Restatement and Alliance Note Amendment

On October 17, 2017, NMM and the Company entered into an second amendment (the “Merger Agreement Amendment No. 2”) to the Merger Agreement to include, in addition to such number of shares of Common Stock that represents 82% of the total issued and outstanding shares of Common Stock immediately following the consummation of the Merger and warrants to purchase 850,000 shares of Common Stock at an exercise price of $11 per share, the following as NMM shareholders’ merger consideration payable at the closing of the Merger: an aggregate of 2,566,666 common shares and five-year warrants to purchase an aggregate of 900,000 shares of Common Stock exercisable at $10.00 per share, Pursuant to the Merger Agreement Amendment No. 2, NMM also agreed to provide an additional $4,000,000 capital loan to the Company as evidenced by a convertible promissory note in the principal amount of $9,000,000 (the “Restated NMM Note”), which replaces the NMM Note in the principal amount of $5,000,000 (see Note 7 “Debt - Restated NMM Note” above). The Merger Agreement Amendment No. 2 also extended the “End Date” (as defined in the Merger Agreement) from August 31, 2017 to March 31, 2018.

On October 17, 2017, concurrent with the execution of the Merger Agreement Amendment No. 2, the Company issued to NMM the Restated NMM Note to amend, restate and replace the NMM Note, and the entire outstanding principal balance of the NMM Note, all accrued and unpaid interest thereon, and all other applicable fees, costs and charges, if any, shall be rolled into and become payable pursuant to the Restated NMM Note. The Restated NMM Note also extended the maturity date to the earlier of (A) March 31, 2019 or (B) 12 months after the date the Merger Agreement is terminated. Within 10 business days prior to maturity, NMM shall have the right (but not the obligation) in its sole discretion to convert the Restated NMM Note into shares of Common Stock at a conversion price of $10.00 per share (subject to adjustment for stock splits, dividends, recapitalizations and the like). In addition, pursuant to its terms, the principal amount of the Restated NMM Note shall be increased to $13,990,000 if the Company fails to pay the Amended Alliance Note described below, and NMM will either pay all amounts owed under the Amended Alliance Note or enter into another agreement with Alliance (such that in either case the Amended Alliance Note is cancelled). See Note 7 “Debt - Restated NMM Note” above for additional information.

On October 16, 2017, the Company and Alliance Apex, LLC (“Alliance”) amended the Alliance Note to extend the maturity date such that the entire outstanding principal and all accrued and unpaid interest thereon, is due and payable on the earlier of (i) March 31, 2018 or (ii) the date on which the Merger Agreement is terminated, whichever occurs first (the “Alliance Maturity Date”). If the Merger has not been consummated on or before the Alliance Maturity Date, then the outstanding principal balance and interest will be due 45 days after the Alliance Maturity Date. On the business day following closing of the Merger on or before the Alliance Maturity Date, the principal amount of the amended Alliance Note, together with all accrued and unpaid interest thereon, will automatically be converted into shares of Common Stock, at a conversion price of $10.00 per share, subject to adjustment for stock splits, stock dividends, reclassifications and other similar recapitalization transactions. See Note 7 “Debt - Amended Alliance Note” above for addition information. Pursuant to the Restated NMM Note, the principal amount of the Restated NMM Note shall be increased to $13,990,000 if the Company fails to pay the Amended Alliance Note, and NMM will either pay all amounts owed under the Amended Alliance Note or enter into another agreement with Alliance (such that in either case the Amended Alliance Note is cancelled).

Effectiveness of Amended S-4 Registration Statement

On August 11, 2017, NMM and ApolloMed filed a registration statement on Form S-4 with the SEC in connection with the proposed Merger. On October 30, 2017 and November 9, 2017, respectively, NMM and ApolloMed filed an Amendment No. 1 on Form S-4/A and two additional amendments, Amendment No. 2 and Amendment No. 3 on Forms S-4/A, to the August 11, 2017 registration statement. On November 13, 2017, the SEC staff declared the registration statement as amended to be effective.