CONSENT, RATIFICATION, ACKNOWLEDGEMENT AND AMENDMENT TO LOAN DOCUMENTSAGREEMENT

Exhibit 10.13

CONSENT, RATIFICATION, ACKNOWLEDGEMENT

AND AMENDMENT TO LOAN DOCUMENTS AGREEMENT

THIS CONSENT, RATIFICATION, ACKNOWLEDGEMENT, AND AMENDMENT TO LOAN DOCUMENTS AGREEMENT (hereinafter “Ratification Agreement”) is executed as of the 22nd day of July, 2013, and effective as of the 1st day of July, 2013 (the “Closing Date”), by and between:

FOUNDATION HEALTHCARE AFFILIATES, LLC, an Oklahoma limited liability company (“FHA”);

FOUNDATION SURGERY AFFILIATES, LLC, a Nevada limited liability company (“FSA”);

FOUNDATION SURGICAL HOSPITAL AFFILIATES, LLC, a Nevada limited liability company (“FSHA”);

FOUNDATION SURGERY HOLDINGS, LLC, a Delaware limited liability company (“FSH”);

FOUNDATION SURGERY MANAGEMENT, LLC, a Delaware limited liability company (“FSM”);

FOUNDATION SURGICAL HOSPITAL HOLDINGS, LLC, a Nevada limited liability company (“FSHH”);

FOUNDATION SURGICAL HOSPITAL MANAGEMENT, LLC, an Oklahoma limited liability company (“FSHM”);

GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (“GRMH”);

TSH ACQUISITION, LLC, a Delaware limited liability company (“TSH”);

LEGACY BANK (“Lender”)

BACKGROUND

A. WHEREAS, Lender is the current owner and holder of the various Loans identified on Schedule 1 hereto (FHA Group Loans and FHA Group Related Loans).

B. WHEREAS, FHA, GRMH and TSH have entered into that certain Amended and Restated Membership Interest Purchase Agreement dated as of March 29, 2013 (the “ARMPA Agreement”).

C. WHEREAS, FHA, FSA, FSHA GRMH, TSH, and Roy T. Oliver (“Oliver”) have entered into that certain Closing Agreement 1 dated May 21, 2013, that certain Closing Agreement 2 dated May 21, 2013, and that certain Closing Agreement 3 dated             (collectively the “Closing Agreements”).

D. WHEREAS, The parties hereto (other than Lender) have requested Lender’s consent to the ARMPA Agreement and the Closing Agreements.

TERMS

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows with respect to provisions which are applicable to it:

1. FHA Ownership:

(a) Prior to the effectiveness of the ARMPA Agreement, the FHA ownership structure was as set forth on Schedule 2 hereto with FHA owning 100% of the membership interests of FSA and FSHA;

(b) After closing the ARMPA Agreement, GRMH shall wholly own TSH, and TSH shall wholly own FSA and FSHA.

(c) After closing the ARMPA Agreement, FHA’s ownership structure shall be as follows:

(d) It is anticipated that within a reasonable period of time after closing the ARMPA Agreement, the names of FHA and GRMH shall be changed. FHA shall not change its name prior to giving Lender notice of said name change.

2. Consent by Lender. Lender hereby consents to the ARMPA Agreement and the Closing Agreements, subject to the terms and conditions contained herein. Should the ARMPA Agreement and the Closing Agreements not become effective within thirty (30) days of the date hereof, Lender’s consent shall immediately terminate.

-2-

3. FHA, FSA, FSHA and their respective wholly owned Subsidiaries (FSH, FSM, FSHH, and FSHM) (the “FHA Group”) Ratification, Re-affirmation and Acknowledgment of No Release. As a condition to Lender entering into this Ratification Agreement and giving its consent to the ARMPA Agreement and the Closing Agreements, Lender has required the parties hereto to ratify and re-affirm their respective liabilities and obligations to Lender under the respective Notes, Guaranties, and all other Loan Documents related to said Notes identified on Schedule 1 hereto.

The FHA Group and each of them, hereby ratify, re-affirm and confirm all of their respective obligations and liabilities under the Notes and Schedule 1 Loan Documents as the same are set forth therein.

4. Representations and Warranties of Lender. Lender hereby represents and warrants to the parties hereto that Lender is the current owner and holder of the Notes and Loan Documents relating thereto for each of the Loans identified on Schedule 1.

5. Representations and Warranties of the FHA Group. To induce the Lender to consent to the ARMPA Agreement and the Closing Agreements, and to enter into this Ratification Agreement, the FHA Group hereby represents and warrants to the Lender that:

(a) as of the date of effectiveness of this Ratification Agreement, each has the full power and authority to enter into this Ratification Agreement, to execute and deliver all documents and instruments required hereunder, and to incur and perform the obligations provided for herein on its part to be performed, and to perform and carry out the terms of the Notes and Loan Documents on its part to be performed, all of which have been duly authorized by all necessary entity action of the respective party thereto, if any, and no consent or approval of any third party is required as a condition to the validity or enforceability hereof or thereof;

(b) each party hereto has duly executed and delivered this Ratification Agreement;

(c) this Ratification Agreement will constitute the valid and legally binding obligation of the parties hereto, enforceable against them in accordance with its terms;

(d) the execution, delivery and performance of this Ratification Agreement will not violate (i) any provision of law or any order, rule or regulation of any court or governmental authority, or (ii) any instrument, contract, agreement, indenture, mortgage, deed of trust or other material document or obligation to which any party hereto is a party or by which any of their property is bound;

(e) there is no action, suit, proceeding or investigation pending or threatened that challenges the validity or enforceability of this Ratification Agreement, or any action required to be taken pursuant hereto or thereto;

(f) that as of the date of this Ratification Agreement no transfers of membership interests of any entity within the FHA Group are contemplated except as stated herein; and

-3-

6. Representations and Warranties of GRMH and TSH. To induce the Lender to enter into this Ratification Agreement, GRMH and TSH, hereby represent and warrant (each as to itself and to the others, to be read as if each party signed a separate document) to the Lender that:

(a) GRMH and TSH, as of the effective date of this Ratification Agreement, the ARMPA Agreement and the Closing Agreements, each are validly existing under the laws of their respective states of organization, and each has full power and authority to enter into this Ratification Agreement, and have been authorized by all necessary entity action of GRMH and TSH, and no consent or approval of any third party is required as a condition to the validity or enforceability hereof or thereof;

(b) this Ratification Agreement has been duly executed and delivered by GRMH and TSH;

(c) this Ratification Agreement will constitute the valid and legally binding obligations of GRMH and TSH, enforceable against GRMH and TSH in accordance with its terms;

(d) the execution, delivery and performance by GRMH and TSH of this Ratification Agreement will not violate (i) any provision of law or any order, rule or regulation of any court or governmental authority, or (ii) any instrument, contract, agreement, indenture, mortgage, deed of trust, instrument or other material document or obligation to which GRMH and TSH may be a party or by which any of GRMH and TSH’s property is bound; and

(e) as of the Closing Date, there is no action, suit, proceeding or investigation pending or threatened that challenges the validity or enforceability of this Ratification Agreement, or any action required to be taken pursuant hereto.

7. Releases and Indemnity. For the period from the inception of the Loans to and including the date of this Ratification Agreement and in consideration of Lender’s consent given herein, FHA Group, GRMH, and TSH hereby fully and finally acquit, quitclaim, release and discharge Lender and its officers, directors, shareholders, representatives, employees, servicers, agents and attorneys of and from any and all obligations, claims, liabilities, damages, demands, debts, liens, deficiencies or cause or causes of action (including claims and causes of action for usury), to, of or for the benefit (whether directly or indirectly) of FHA Group, GRMH, and TSH and/or any or all of them, arising on or before the date hereof, at law or in equity, known or unknown, contingent or otherwise, whether asserted or unasserted, whether now known or hereafter discovered, whether statutory, in contract or in tort, as well as any other kind or character of action now held, owned or possessed (whether directly or indirectly) by such person or any or all of them on account of, arising out of, related to or concerning, whether directly or indirectly, proximately or remotely the Notes, the Loan Documents identified on Schedule 1 hereto, this Ratification Agreement, the ARMPA Agreement and the Closing Agreements (collectively, the “Released Claims”).

-4-

8. Conditions to Closing. This Ratification Agreement shall be effective upon execution by the parties, provided that FHA pays Lender, on or before the Closing Date, all costs and expenses incurred by Lender in connection with the review and analysis of the transactions which are the subject of the ARMPA Agreement and the Closing Agreements, and the effect of same in relation to Lender’s Loans to the FHA Group, FHA’s request for Lender’s consent to enter into the ARMPA Agreement and the Closing Agreements, and close the transaction(s) described in said agreements, the analysis, preparation, negotiation, and execution of this Ratification Agreement and/or any other documents executed pursuant hereto, and any and all amendments, modifications, and supplements hereto or to the Loans, including, without limitation, the costs and fees of Lender’s legal counsel. Without limiting the foregoing, the FHA Group shall pay to Lender, on or before the date of execution of this Ratification Agreement by Lender, a Transaction Analysis Fee of $50,000.00 together with all other actual costs or expenses incurred by Lender, including specifically Lender’s attorneys’ fees in the amount of $78,000.00, owed to BLANEY AND TWEEDY, PLLC.

9. Existing Covenants. Prior to execution of this Ratification Agreement, the Loan Covenants between Lender and the FHA Group are as set forth on Schedule 3 attached hereto.

10. Post Closing Covenants and Amendments to Loan Documents. Contemporaneously with the execution of this Ratification Agreement and thereafter, the Loan Documents shall be deemed amended to include the Loan Covenants as set forth herein on Schedule 4, attached hereto. Except as specifically modified by this Ratification Agreement each and every FHA Group Loan Covenant currently in effect shall remain in full force and effect.

11. No Releases of FHA Group. Nothing contained in this Ratification Agreement shall be construed to in any way release any entity within the FHA Group from its existing obligations under their respective Notes, Guaranties, or other Loan Documents.

12. Participants’ Consent. This Ratification Agreement is subject to Lender obtaining the consent of all participants in the FHA Group Loans.

13. Amendment of Lender’s FHA Group Loans. At any time and from time to time, without notice to TSH, without liability to TSH and without release or impairing any of Lender’s rights hereunder, Lender may, with respect to the FHA Group Loans, take additional or other security therefor; release any person obligated thereon; modify, amend, renew, restate, redocument, or waive compliance with any of the documents evidencing the same; make any adjustments, indulgence, or forbearance to, or compromise with, any person liable therefor; delay, omit, fail or refuse to take or prosecute any action for collection thereof, or to foreclose any collateral for, or take or prosecute any action on any agreement securing the FHA Group Loans or any amounts due thereunder or under any of the security agreements or mortgages securing same.

-5-

14. Continuing Nature of Subordination. This Ratification Agreement and all rights and obligations of any party hereunder, including but not limited to the Schedule 4 Loan Covenants, shall be effective until the FHA Group Loans have been fully paid and satisfied and all obligations under all of the Schedule 1 Loan Documents and costs of enforcement have been satisfied in full.

15. Successors and Assigns. The obligations and liabilities of the parties hereto under this Ratification Agreement may not be delegated. This Ratification Agreement shall inure to the benefit of and shall be enforceable by Lender and by Lender’s assignees, transferees and successors against all other parties hereto and their successors and assigns.

16. Waivers and Modifications. No waiver by Lender shall be effective unless it is in writing and signed by an authorized officer of Lender. No such waiver shall operate as a waiver of any other matter or of a similar matter at a future time. This Ratification Agreement may not be changed except by writing executed by the parties to be charged and an authorized officer of Lender.

17. Severability. If any provision of this Ratification Agreement is held to be invalid or unenforceable under any applicable law, the remaining provisions of this Ratification Agreement shall remain fully valid and enforceable.

18. TSH Guaranty and Collateral Pledge. Lender’s consent to the transfer of the FSA and FSHA membership units from FHA to TSH is further conditioned upon the requirement that TSH shall execute a Collateral Pledge Agreement in the form of Exhibit A hereto, therein pledging all of its right, title, and interest in and to all FSA and FSHA membership interests transferred by FHA to TSH. Contemporaneously with execution of this Ratification Agreement TSH shall execute the Collateral Pledge Agreement and a Guaranty Agreement, in the form of Exhibit B, attached hereto, therein pledging the FSA and FSHA membership interests to Lender and guaranteeing the following Loans payable to Lender:

-6-

19. Confirmation of Loan Balances. The parties hereby acknowledge and agree that the principal balance of the FHA Group Loans as of July 18, 2013, are as set forth on Schedule 1 hereto.

20. Counterparts. It is understood and agreed that this Ratification Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. It is understood and agreed that photostatic or facsimile signatures of the original signatures of this Ratification Agreement, and/or photostatic or facsimile copies of this Ratification Agreement fully executed, shall be deemed an original for all purposes. Any parties submitting a facsimile signature shall be estopped from denying that an original signature was required, and such parties hereby agree to provide original signatures upon demand by the other parties. The parties hereto waive the “best evidence” rule or any similar law or rule in any proceeding in which this Ratification Agreement shall be presented as evidence.

21. Default. A default or other breach of this Ratification Agreement by any party hereto shall be an Event of Default under all of the Loan Documents identified on Schedule 1 hereto.

22. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the same meanings as is prescribed in the Loan Documents.

SIGNATURES ON THE FOLLOWING PAGES

-7-

IN WITNESS WHEREOF, the parties hereto have executed this Ratification Agreement as of the date first above written.

-8-

SIGNATURE PAGE 2 TO RATIFICATION AGREEMENT

-9-

SIGNATURE PAGE 3 TO RATIFICATION AGREEMENT

-10-

Schedule 1

All FHA Group Loans and FHA Group Related Loans

FSHA – Foundation Surgical Hospital Affiliates, LLC

FSHM – Foundation Surgical Hospital Management, LLC

FSA – Foundation Surgery Affiliates, LLC

FSH – Foundation Surgery Holdings, LLC

FSM – Foundation Surgery Management, LLC

FHA – Foundation Healthcare Affiliates, LLC

Schedule 3

FHA Group and each FHA Group Related Existing Loan Covenants – Summary

Except as specifically modified in the Consent, Ratification, Acknowledgment, and Amendment to Loan Documents Agreement, and the schedules attached thereto, each and every FHA Group Loan Covenant shall continue in full force and effect.

FSHA – Foundation Surgical Hospital Affiliates, LLC

FSHM – Foundation Surgical Hospital Management, LLC

FSA – Foundation Surgery Affiliates, LLC

FSH – Foundation Surgery Holdings, LLC

FSM – Foundation Surgery Management, LLC

FHA – Foundation Healthcare Affiliates, LLC

Schedule 4

Additional Loan Covenants

(b) the Distribution shall not exceed FSA’s and FSHA’s combined income for the previous month, and (c) there shall exist no default under this Ratification Agreement or any of the Loan Documents, and (d) all Distributions shall be included as post-net income on all quarterly financial statements. However, until such time as Loan #9952640 (Loan #9952640 is an existing loan having Foundation Healthcare Affiliates, LLC, as a Co-Borrower, and Legacy Bank as Lender) has been paid in full, FSA and FSHA may make combined monthly Distributions of the lesser of eighty percent (80%) of GRMH’s Regular Monthly Overhead or $115,000.00, so long as immediately following a Distribution, all of the above conditions exist. GRMH’s Regular Monthly Overhead includes the funds needed to make the payments due under Loan #9952640.

DSCR is calculated on the combined net income of FSA and FSHA, plus interest expenses, plus depreciation expenses, plus amortization expenses of FSA and FSHA combined (EBIDA), less profit distributions from FBH SA and EEPPMC for the twelve (12) month period immediately preceding a determination date divided by cumulative Debt Service (excluding all debt service applicable to FBH SA and EEPPMC) on the subject indebtedness of FSA and FSHA combined for same twelve (12) month period, and all as determined in accordance with GAAP.

FBH SA is Foundation Bariatric Hospital of San Antonio, L.L.C., d/b/a Foundation Surgical Hospital of San Antonio, LLC.

EEPPMC is East El Paso Physician’s Medical Center, LLC.

For purposes of this Ratification Agreement, MTNW shall be defined as the combined equity of FSA and FSHA less equity investment eliminations of FBH SA and EEPPMC plus preferred membership payable plus preferred membership interest payable as of measurement date.

EXHIBIT A TO SCHEDULE 4

Other Obligations