Biotelemetry, Inc. Sample Contracts

CREDIT AGREEMENT dated as of July 12, 2017 among BIOTELEMETRY, INC., as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK, as Administrative Agent, Swingline...
Credit Agreement • November 7th, 2017 • BioTelemetry, Inc. • Services-specialty outpatient facilities, nec • New York

THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 12, 2017, by and among BIOTELEMETRY, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacities as Administrative Agent, Issuing Bank and Swingline Lender.

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CREDIT AND SECURITY AGREEMENT dated as of February 21, 2014 by and among CARDIONET, LLC, BIOTELEMETRY, INC., BRAEMAR MANUFACTURING, LLC, CARDIOCORE LAB, LLC, ECG SCANNING & MEDICAL SERVICES LLC, HEARTCARE CORPORATION OF AMERICA, INC., MEDNET...
Credit and Security Agreement • February 25th, 2014 • BioTelemetry, Inc. • Surgical & medical instruments & apparatus • Pennsylvania

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of February 21, 2014 by and among CARDIONET, LLC, a Delaware limited liability company, BIOTELEMETRY, INC., a Delaware corporation, BRAEMAR MANUFACTURING, LLC, a Delaware limited liability company, CARDIOCORE LAB, LLC, a Delaware limited liability company, ECG SCANNING & MEDICAL SERVICES LLC, a Delaware limited liability company, HEARTCARE CORPORATION OF AMERICA, INC., New Jersey corporation, MEDNET HEALTHCARE TECHNOLOGIES, INC., a New Jersey corporation, UNIVERSAL MEDICAL, INC., a New Jersey corporation, UNIVERSAL MEDICAL LABORATORY, INC., a New Jersey corporation, and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively as “Borrowers”), THE BANCORP BANK, a Delaware state chartered banking company, individually as a Lender, and as Agent, and the financial instit

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 27, 2020 among BIOTELEMETRY, INC., as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO and TRUIST BANK, as...
Credit Agreement • February 28th, 2020 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2020, by and among BIOTELEMETRY, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and TRUIST BANK (successor by merger to SunTrust Bank), in its capacities as Administrative Agent, Issuing Bank and Swingline Lender.

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BIOTELEMETRY, INC. EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2020 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec • California

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of March 1, 2019 (the “Effective Date”) by and among BIOTELEMETRY, INC. (the “Company”) and Manish Wadhwa (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party.” This Agreement supersedes all prior and contemporaneous oral or written employment agreements or arrangements between Executive and the Company.

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AGREEMENT AND PLAN OF MERGER entered into by and among BIOTELEMETRY, INC. PHILIPS HOLDING USA INC. and DAVIES MERGER SUB, INC. Dated as of December 18, 2020
Merger Agreement • December 21st, 2020 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 18, 2020, is entered into by and among BioTelemetry, Inc., a Delaware corporation (the “Company”), Philips Holding USA Inc., a Delaware corporation (“Parent”), and Davies Merger Sub, Inc., a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”).

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Set forth below are frequently asked questions (“FAQ”) posted on the Company’s internal website on April 7, 2016: What’s happening?
Merger Agreement • April 7th, 2016 • BioTelemetry, Inc. • Surgical & medical instruments & apparatus

VirtualScopics, Inc. (“VirtualScopics”) has entered into an agreement to be acquired by BioTelemetry, Inc. (“BioTelemetry”), for $4.05 per share of common stock. Biotelemetry will also offer investors $336.30 per share of Series A and Series B Convertible Preferred Stock and $920.00 per share of Series C-1 Convertible Preferred Stock. We refer to this acquisition as the “Merger”.

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STOCK PURCHASE AGREEMENT by and among CARDIONET, LLC, MEDNET HEALTHCARE TECHNOLOGIES, INC., HEARTCARE CORPORATION OF AMERICA, INC., UNIVERSAL MEDICAL, INC., UNIVERSAL MEDICAL LABORATORY, INC. and FRANK MOVIZZO Dated January 31, 2014
Stock Purchase Agreement • February 3rd, 2014 • BioTelemetry, Inc. • Surgical & medical instruments & apparatus • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 31, 2014, by and among CardioNet, LLC, a Delaware limited liability company (“Purchaser”), Mednet Healthcare Technologies, Inc., a New Jersey corporation (the “Mednet”), Heartcare Corporation of America, Inc., a New Jersey corporation (“HCA”), Universal Medical, Inc., a New Jersey corporation (“Universal Medical”), Universal Medical Laboratory, Inc., a New Jersey corporation (“Universal Laboratory,” and together with Mednet, HCA and Universal Medical, each a “Company” and together the “Companies”), and Frank Movizzo, an individual and the sole shareholder of the Companies, (the “Seller”). Purchaser, the Companies and the Seller are sometimes referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms which are used herein are defined in Article 1.

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PRIVATE AND CONFIDENTIAL
Confidentiality Agreement • December 23rd, 2020 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec • Delaware

Koninklijke Philips N.V. (“Recipient”) has expressed an interest in exploring the possibility of a negotiated transaction involving (the “Possible Transaction”) BioTelemetry, Inc., a Delaware corporation (together with its Affiliates (as defined below), the “Company”). In connection with Recipient’s consideration of the Possible Transaction, Recipient has requested access to certain information, properties, and personnel of the Company concerning the Company and the parties may have discussions in connection with the Possible Transaction. In consideration for and as a condition to the Company’s furnishing access to such information, properties, and personnel of the Company and having such discussions, the parties agree as follows:

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 1st, 2021 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec

This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into effective as of February 1, 2021 (the “Effective Date”), by and between BioTelemetry, Inc., a Delaware corporation (formerly Cardionet, Inc.) (“Company”), and Heather Getz (“Executive”). Company and Executive are referred to herein collectively as the “Parties” and individually as a “Party”.

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SHARE AND ASSET PURCHASE AGREEMENT among TELCARE ACQUISITION, LLC, BIOTELEMETRY CARE MANAGEMENT, LLC, BIOTELEMETRY, INC. and TELCARE, INC. dated as of December 1, 2016
Share and Asset Purchase Agreement • February 22nd, 2017 • BioTelemetry, Inc. • Services-specialty outpatient facilities, nec • Delaware

This Share and Asset Purchase Agreement (this “Agreement”), dated as of December 1, 2016, is entered into by and among Telcare Acquisition, LLC, a Delaware limited liability company (“Assets Buyer”), BioTelemetry Care Management, LLC, a Delaware limited liability company (“Shares Buyer” and together with Assets Buyer, the “Buyers”), BioTelemetry, Inc., a Delaware corporation (“Parent”) (solely for purposes of Section 8.11) and Telcare, Inc., a Delaware corporation (“Seller”).

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CONSULTING AGREEMENT
Consulting Agreement • August 22nd, 2019 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec • Pennsylvania

This CONSULTING AGREEMENT (this “Agreement”) is made and entered into effective as of August 21, 2019 (the “Effective Date”), between BioTelemetry, Inc., a Delaware corporation (the “Company”) and Peter Ferola (the “Consultant”). The Company and the Consultant are sometimes referred to collectively as the “Parties” and each a “Party.” Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Employment Agreement by and between the Company (formerly known as CardioNet, Inc.) and the Consultant, dated as of February 7, 2011 (the “Employment Agreement”).

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ASSUMPTION AND JOINDER AGREEMENT AND AMENDMENT TO CREDIT AGREEMENT
Assumption and Joinder Agreement and Amendment to Credit Agreement • February 25th, 2014 • BioTelemetry, Inc. • Surgical & medical instruments & apparatus • Maryland

This ASSUMPTION AND JOINDER AGREEMENT AND AMENDMENT TO CREDIT AGREEMENT, dated as of February 21, 2014 (this “Assumption”), is executed in connection with that certain Credit and Security Agreement dated as of August 29, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among BIOTELEMETRY, INC., a Delaware corporation (“BioTelemetry”), CARDIONET, LLC, a Delaware limited liability company (successor by conversion to CardioNet, Inc., a Delaware corporation and successor by merger to BioTel, Inc., a Minnesota corporation and to BioTelemetry Merger Sub, Inc., a Delaware corporation) (“CardioNet”), CARDIOCORE LAB, LLC, a Delaware limited liability company (successor by conversion to cardioCORE Lab, Inc., a Delaware corporation and successor by merger to Agility Centralized Research Services, Inc., a Minnesota corporation) (“cardioCORE”), BRAEMAR MANUFACTURING, LLC, a Delaware limited liability company (successor by conversion to

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 1st, 2021 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec

This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into effective as of February 1, 2021 (the “Effective Date”), by and between BioTelemetry, Inc., a Delaware corporation (formerly Cardionet, Inc.) (“Company”), and Fred A. Broadway III (“Executive”). Company and Executive are referred to herein collectively as the “Parties” and individually as a “Party”.

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TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • April 8th, 2016 • BioTelemetry, Inc. • Surgical & medical instruments & apparatus • Delaware

TENDER AND SUPPORT AGREEMENT, dated as of March 25, 2016 (this “Agreement”), among Biotelemetry, Inc., a Delaware corporation (“Parent”), Biotelemetry Research Acquisition Corporation, a Delaware corporation (“Merger Sub”), and Loeb Investors Company 147, LP, a Delaware limited partnership (the “Stockholder”).

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 22nd, 2017 • BioTelemetry, Inc. • Services-specialty outpatient facilities, nec • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of December 1, 2016 by and among BioTelemetry, Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party” on the signature pages hereof, Healthcare Financial Solutions, LLC, as Agent and as a Lender, and the other Lenders signatory hereto.

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OPTION AGREEMENT
Option Agreement • April 27th, 2018 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec

Pursuant to this Option Agreement and the grant details (the “Grant Summary”), which can be accessed on the Morgan Stanley StockPlan Connect Website at www.stockplanconnect.com or the website of any other stock plan administrator selected by BioTelemetry, Inc. (the “Company”) in the future, the Company has granted you an option under its 2017 Omnibus Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Stock indicated in the Grant Summary at the exercise price indicated in the Grant Summary. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • April 27th, 2018 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec

Pursuant to this Performance Stock Unit Agreement (this “Agreement”) and the grant details (the “Grant Summary”), which can be accessed on the Morgan Stanley StockPlan Connect Website at www.stockplanconnect.com or the website of any other stock plan administrator selected by BioTelemetry, Inc. (the “Company”) and in consideration of your services, the Company has awarded you Performance Stock Units, or PSUs (this “Award”), under its 2017 Omnibus Incentive Plan (the “Plan”) in the amount and on the Award Date as set forth in the Grant Summary. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

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BIOTELEMETRY, INC. EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2020 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec • Pennsylvania

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 13, 2020 by and among BioTelemetry, Inc. (the “Company”) and Andrei Stoica (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.” This Agreement supersedes all prior and contemporaneous oral or written employment agreements or arrangements between Executive and the Company.

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Execution Version Transaction Agreement by and between
Transaction Agreement • November 7th, 2017 • BioTelemetry, Inc. • Services-specialty outpatient facilities, nec
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AGREEMENT AND PLAN OF MERGER by and among GENEVA HEALTHCARE, INC., BIOTELEMETRY, INC., TYERSALL MERGER SUB, INC.,andTHE SECURITYHOLDERS’ REPRESENTATIVE NAMED HEREIN January 25, 2019
Merger Agreement • April 25th, 2019 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 25, 2019, by and among (a) Geneva Healthcare, Inc., a Delaware corporation (the “Company”), (b) BioTelemetry, Inc., a Delaware corporation (“Parent”), (c) Tyersall Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and (d) Fortis Advisors LLC, a Delaware limited liability company, in its capacity as Securityholders’ Representative (the “Securityholders’ Representative”). The Company, Parent, Merger Sub, and the Securityholders’ Representative are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings given to such terms in Article I.

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TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • April 8th, 2016 • BioTelemetry, Inc. • Surgical & medical instruments & apparatus • Delaware

TENDER AND SUPPORT AGREEMENT, dated as of March 25, 2016 (this “Agreement”), among Biotelemetry, Inc., a Delaware corporation (“Parent”), Biotelemetry Research Acquisition Corporation, a Delaware corporation (“Merger Sub”), and Merck Global Health Innovations Fund, LLC, a Delaware limited liability company (the “Stockholder”).

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SETTLEMENT AGREEMENT
Settlement Agreement • March 26th, 2015 • BioTelemetry, Inc. • Surgical & medical instruments & apparatus

This Settlement Agreement (“Agreement”) is entered into by and between the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (“OIG-HHS”) of the Department of Health and Human Services (“HHS”) and the Office Of Personnel Management (“OPM”), which administers the Federal Employees Health Benefits Program (“FEHBP”) (collectively the “United States”), and BioTelemetry, Inc. (“BioTelemetry”) (hereinafter collectively referred to as the “Parties”), through their authorized representatives:

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TERMINATION AGREEMENT
Termination Agreement • February 22nd, 2019 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec
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RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • April 27th, 2018 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec

Pursuant to this Restricted Stock Unit Agreement (this “Agreement”) and the grant details (the “Grant Summary”), which can be accessed on the Morgan Stanley StockPlan Connect Website at www.stockplanconnect.com or the website of any other stock plan administrator selected by BioTelemetry, Inc. (the “Company”) and in consideration of your services, the Company has awarded you Restricted Stock Units (this “Award”) under its 2017 Omnibus Incentive Plan (the “Plan”) in the amount set forth in the Grant Summary. This Award is granted to you effective as of the Award Date set forth in the Grant Summary. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

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ASSET PURCHASE AGREEMENT between CARDIONET, LLC, and BIOMEDICAL SYSTEMS CORPORATION dated as of March 19, 2014
Asset Purchase Agreement • March 20th, 2014 • BioTelemetry, Inc. • Surgical & medical instruments & apparatus • Delaware

This Asset Purchase Agreement (this “Agreement”), dated as of March 19, 2014, is entered into by and between CardioNet, LLC, a Delaware limited liability company (“Buyer”), and Biomedical Systems Corporation, a Delaware corporation (“Seller”).

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FOURTH AMENDED AND RESTATED REVOLVING LOAN NOTE
Revolving Loan Note • February 25th, 2014 • BioTelemetry, Inc. • Surgical & medical instruments & apparatus

FOR VALUE RECEIVED, each of CARDIONET, LLC, a Delaware limited liability company (successor by conversion to CardioNet, Inc., a Delaware corporation and successor by merger to BioTel, Inc., a Minnesota corporation and to BioTelemetry Merger Sub, Inc., a Delaware corporation) (“CardioNet”), CARDIOCORE LAB, LLC, a Delaware limited liability company (successor by conversion to cardioCORE Lab, Inc., a Delaware corporation and successor by merger to Agility Centralized Research Services, Inc., a Minnesota corporation) (“cardioCORE”), BRAEMAR MANUFACTURING, LLC, a Delaware limited liability company (successor by conversion to Braemar, Inc., a North Carolina corporation) (“Braemar”), ECG SCANNING & MEDICAL SERVICES LLC, a Delaware limited liability company (“ECG”), and BIOTELEMETRY, INC., a Delaware corporation (“BioTelemetry”), MEDNET HEALTHCARE TECHNOLOGIES, INC., a New Jersey corporation (“MedNet”), HEARTCARE CORPORATION OF AMERICA, INC., New Jersey corporation (“Heartcare”), UNIVERSAL MED

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GUARANTEE
Guarantee • December 23rd, 2020 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec

Koninklijke Philips N.V., a corporation organized under the laws of the Netherlands (the “Guarantor”), hereby irrevocably and unconditionally guarantees to BioTelemetry, Inc., a Delaware corporation, (the “Company”), the full and timely performance by Philips Holding USA Inc., a Delaware corporation (“Parent”), and Davies Merger Sub, Inc., a Delaware corporation (“Purchaser”, and together with Parent, the “Acquiring Companies”), of their respective obligations under the Agreement and Plan of Merger, dated the date hereof (the “Merger Agreement”), by and among Parent, the Company and Purchaser, including payment obligations and agrees to take all actions which apply to affiliates of the Acquiring Companies under the Merger Agreement. Sections 9.02 (Notices), 9.05 (Amendment or Other Modifications), 9.06 (Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury), 9.07 (Specific Performance), 9.08 (Third-Party Beneficiaries), 9.09 (Fulfillment of Ob

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