ASSIGNMENT OF MANAGEMENT SERVICES AGREEMENT
Effective January 1, 2019

This Assignment of the Management Services Agreement ("Assignment") is effective
January 1, 2019 by and among California Forensic Medical Group, Inc. ("Company"), Wellpath
LLC ("Manager"), and Well path Management, Inc. (f/k/a Correctional Medical Group Companies,
Inc. (f/k/a California Forensic Management Group, Inc.)) ("Outgoing Manager") (Company,
Manager, and Outgoing Manager each hereinafter collective referred to as the "Parties" or
individually as a "Party").
WHEREAS, the Management Services Agreement ("MSA") was first effective December
31, 2012 by and between Company and Outgoing Manager; and
WHEREAS, in connection with a corporate transaction consummated on or around
October 1, 2018, Manager and Outgoing Manager became affiliated entities; and
WHEREAS, for efficiency of the administration of management functions, the Parties
have agreed that it is in the best interest of the Parties to formally assign all rights, responsibilities,
obligations, and duties from Outgoing Manager to Manager.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set
out herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:

1.

RECITALS. The Parties hereto incorporate the foregoing recitals as a material portion of
this instrument.

2.

ASSIGNMENT. Outgoing Manager hereby irrevocably assigns the Management Services
Agreement to Manager along with any related or incidental instruments including but not
limited to relevant stock transfer restriction agreements, and Manager hereby
unconditionally accepts such assignment.

3.

PARTY REFERENCES. The MSA shall be amended by changing all references to
"Wellpath Management, Inc.," "Correctional Medical Group Companies, Inc.," and/or
"California Forensic Management Group, Inc." to "Wellpath LLC."

4.

NOTICE ADDRESS. Addresses for the purpose of legal notice shall be updated to :
If for Manager:
Wellpath LLC
Attn: Chief Legal Officer
1283 Murfreesboro Pk.
Nashville, Tennessee 3 7217

5.

If for Company:
California Forensic Medical Group, Inc.
Attn: President
1283 Murfreesboro Pk.
Nashville, Tennessee 37211

SEVERABILITY. If any term or provision of this Assignment is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not

CFMG - 001400

affect any other term oL· provision of this Assignment or invalidate or rendet· unenforceable
such term or provision in any other jurisdiction. On such determination that any term or
other provision is invalid, illegal, or unenforceable, the parties to this Assignment shall
negotiate in good faith to modify this Assignment so as to effect the original intent of the
pai1ies as closely as possible in a mutually acceptable manner in order that the objectives
contemplated hereby be consummated as originally contemplated to the greatest extent
possible.
6.

REMAINING PROVISIONS. The remaining provisions of the MSA not amended by
this Assignment shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Assignment to be executed in their names
or their official acts by their respective representatives, each of whom is duly authorized to execute
the same.
AGREED TO AND ACCEPTED AS STATED ABOVE:
ASSIGNING PARTY
WELLPATH MANAGEMENT, INC.

REMAINING PARTY
CALIFORNIA FORENSIC MEDICAL

Name: Jorge

Name: Dr. Raymond Herr

Title: Chief Executive Officer

Title: President

Gz;;;~ ~

ASSUMING PARTY
WELLPATH LLC

Name: Jo
Title: Chief Executive Officer

CFMG - 001401