PointClickCare Corp. Sample Contracts

HOOPP REALTY INC. LANDLORD and WESCOM SOLUTIONS INC. TENANT and POINTCLICKCARE CORP. INDEMNIFIER L E A S E
Lease • September 3rd, 2015 • PointClickCare Corp. • Services-prepackaged software • Ontario
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EMPLOYMENT AGREEMENT Made as of February 25, 2011 Between Wescom Solutions Inc. as Corporation and David Wessinger as Executive
Employment Agreement • September 3rd, 2015 • PointClickCare Corp. • Services-prepackaged software
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CREDIT AGREEMENT by and among WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, POINTCLICKCARE CORP., as Parent, and WESCOM SOLUTIONS INC., as Borrower Dated as of June 30, 2015
Credit Agreement • August 4th, 2015 • PointClickCare Corp. • Services-prepackaged software • Ontario

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30, 2015 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, an Ontario corporation, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacities, together with its successors and assigns in such capacities, “Agent”), POINTCLICKCARE CORP., an Ontario corporation (“Parent”) and WESCOM SOLUTIONS INC., an Ontario corporation (“Borrower”).

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EMPLOYMENT AGREEMENT Made as of March 8, 2013 Between Wescom Solutions Inc. as Corporation and Ed Roshitish
Employment Agreement • September 3rd, 2015 • PointClickCare Corp. • Services-prepackaged software • Ontario

incurred in the course of his duties under this Agreement on behalf of the Corporation. No reimbursement shall be made unless the Executive has retained the original invoice relating to the expense for which reimbursement is claimed and remitted such invoice to the Corporation. The company agrees to pay for any reasonable relocation expenses to be determined by the Chief Executive Officer.

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SHAREHOLDERS AGREEMENT
Shareholders Agreement • September 3rd, 2015 • PointClickCare Corp. • Services-prepackaged software • Ontario

This Shareholders Agreement dated as of February 25, 2011 (the “Agreement”) by and among Wescom Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the “Company”), the Investors listed on Schedule I hereto (the “Investors”) and certain holders of shares of capital stock of the Company set forth on Schedule II hereto and any other parties who execute an Instrument of Adherence to this Agreement (collectively, the “Shareholders”; and together with the Investors, the “Security Holders”). This Agreement shall become effective (the “Effective Time”) upon consummation of the Amalgamation of PCC Acquisition Corporation (the “Purchaser”) and the Company pursuant to the Articles of Amalgamation dated as of the date hereof (the “Amalgamation”).

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CLASS A PREFERRED SHARE PURCHASE AGREEMENT among WESCOM INC., PCC ACQUISITION CORPORATION, THE SELLING SHAREHOLDERS (as defined herein) and THE INVESTORS (as defined herein) Dated as of February 25, 2011
Class a Preferred Share Purchase Agreement • September 3rd, 2015 • PointClickCare Corp. • Services-prepackaged software • Ontario

THIS CLASS A PREFERRED SHARE PURCHASE AGREEMENT is made as of February 25, 2011 (the “Agreement”) by and among Wescom Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the “Company”), the shareholders listed on Schedule I hereto as “Management Selling Shareholders” (the “Management Selling Shareholders”), the shareholders listed on Schedule I hereto as “Other Selling Shareholders” (the “Other Selling Shareholders” and, together with the Management Selling Shareholders, the “Selling Shareholders”), PCC Acquisition Corporation, a corporation incorporated under the laws of the Province of Ontario, Canada (the “Purchaser”), and the shareholders of the Purchaser listed on Schedule II hereto (the “Investors”).

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LEASE EXPANSION AND AMENDING AGREEMENT
Lease Expansion and Amending Agreement • September 3rd, 2015 • PointClickCare Corp. • Services-prepackaged software

WHEREAS by a lease dated April 13, 2009 (“Lease”), Landlord leased to Tenant certain premises known as Units 4 and 5, containing approximately forty-two thousand, five hundred and sixty-five (42,565) square feet of Rentable Area (collectively, the “Original Premises”) in the building municipally known as 6975 Creditview Road, Mississauga, Ontario (“Building”) for a term expiring on June 30, 2020, on the terms and conditions more particularly set forth therein;

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • September 3rd, 2015 • PointClickCare Corp. • Services-prepackaged software • Ontario

This Investor Rights Agreement dated as of February 25, 2011 (the “Agreement”) by and among Wescom Inc. a corporation incorporated under the laws of the Province of Ontario, Canada (the “Company”), the persons listed on Schedule I to this Agreement (the “Investors”), and, solely for purposes of Section 3.2 and Article IV hereof (except for Sections 4.1 and 4.9), Michael Wessinger and David Wessinger (the “Founders”). This Agreement shall become effective (the “Effective Time”) upon consummation of the Amalgamation of PCC Acquisition Corporation (the “Purchaser”) and the Company pursuant to the Articles of Amalgamation dated as of the date hereof (the “Amalgamation”).

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2725312 CANADA INC. LANDLORD and WESCOM INC. TENANT L E A S E
Multi Tenant Industrial Lease • September 3rd, 2015 • PointClickCare Corp. • Services-prepackaged software • Ontario
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EMPLOYMENT AGREEMENT Made as of March 5, 2015 Between Wescom Solutions Inc. as Corporation and Paul Rybecky
Employment Agreement • September 3rd, 2015 • PointClickCare Corp. • Services-prepackaged software

The Executive will be granted an option to acquire 150,000 common shares in PointClickCare Corp. The options will have a strike price equivalent to their fair market value,

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CREDIT AGREEMENT by and among WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, POINTCLICKCARE CORP., as Parent, and WESCOM SOLUTIONS INC., as Borrower Dated as of June 30, 2015
Credit Agreement • September 3rd, 2015 • PointClickCare Corp. • Services-prepackaged software • Ontario

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30, 2015 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, an Ontario corporation, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacities, together with its successors and assigns in such capacities, “Agent”), POINTCLICKCARE CORP., an Ontario corporation (“Parent”) and WESCOM SOLUTIONS INC., an Ontario corporation (“Borrower”).

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WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 10th, 2016 • PointClickCare Corp. • Services-prepackaged software

THIS WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 29, 2015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, an Ontario corporation, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacities, together with its successors and assigns in such capacities, “Agent”), POINTCLICKCARE CORP., an Ontario corporation (“Parent”) and WESCOM SOLUTIONS INC., an Ontario corporation as Borrower (as defined below).

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MULTI-TENANT OFFER TO LEASE (THE “OFFER”)
Multi-Tenant Lease Agreement • September 3rd, 2015 • PointClickCare Corp. • Services-prepackaged software

WESCOM INC. (“Tenant”) hereby offers to lease from 2725312 CANADA INC. (“Landlord”) certain premises being Units 4 and 5 (collectively, the “Premises”) in the building municipally known as 6975 Creditview Road, Mississauga, Ontario (“Building”) located on the Lands more particularly described in the Lease (as defined herein)(which may collectively be called “Project”), on the terms and conditions set out below.

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INDEMNITY AGREEMENT
Indemnity Agreement • September 3rd, 2015 • PointClickCare Corp. • Services-prepackaged software • Ontario
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LOAN AGREEMENT Made as of September 24, 2014 Between COMERICA BANK as Bank and POINTCLICKCARE CORP., WESCOM SOLUTIONS INC., MEAL METRICS INC., WESCOM SOLUTIONS, CORP., WESCOM HEALTHCARE SOLUTIONS CORP. and ACCU-MED SERVICES LLC as Borrowers
Loan Agreement • June 19th, 2015 • PointClickCare Corp. • Services-prepackaged software

POINTCLICKCARE CORP., a company existing under the Business Corporations Act (Ontario), WESCOM SOLUTIONS, INC., a company existing under the Business Corporations Act (Ontario), MEAL METRICS INC., a company existing under the Business Corporations Act (Ontario), WESCOM SOLUTIONS, CORP., a company existing under the laws of Delaware, WESCOM HEALTHCARE SOLUTIONS CORP., a company existing under the laws of Delaware and ACCU-MED SERVICES LLC, a limited liability company existing under the laws of Delaware

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MULTI-TENANT OFFER TO LEASE (THE “OFFER”)
Lease Agreement • June 19th, 2015 • PointClickCare Corp. • Services-prepackaged software

WESCOM INC. (“Tenant”) hereby offers to lease from 2725312 CANADA INC. (“Landlord”) certain premises being Units 4 and 5 (collectively, the “Premises”) in the building municipally known as 6975 Creditview Road, Mississauga, Ontario (“Building”) located on the Lands more particularly described in the Lease (as defined herein)(which may collectively be called “Project”), on the terms and conditions set out below.

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 5th, 2015 • PointClickCare Corp. • Services-prepackaged software • Ontario

This Investor Rights Agreement dated as of February 25, 2011 (the “Agreement”) by and among Wescom Inc. a corporation incorporated under the laws of the Province of Ontario, Canada (the “Company”), the persons listed on Schedule I to this Agreement (the “Investors”), and, solely for purposes of Section 3.2 and Article IV hereof (except for Sections 4.1 and 4.9), Michael Wessinger and David Wessinger (the “Founders”). This Agreement shall become effective (the “Effective Time”) upon consummation of the Amalgamation of PCC Acquisition Corporation (the “Purchaser”) and the Company pursuant to the Articles of Amalgamation dated as of the date hereof (the “Amalgamation”).

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