SUBSCRIPTION AGREEMENT FOR SUBSCRIPTION RECEIPTS (NON-US SUBSCRIBERS)Subscription Agreement • April 6th, 2021 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • Ontario
The foregoing representations and warranties contained in this Schedule are true and accurate as of the date of this Schedule and will be true and accurate as of the Closing Time. If any such representations or warranties shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to the Corporation prior to the Closing Time.
Luke FaulstickEmployment Agreement • April 20th, 2021 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus
DEBT CONVERSION AGREEMENT (United States Service Provider)Debt Conversion Agreement • April 20th, 2021 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • Ontario
WHEREAS the Company is indebted to the Service Provider in the aggregate amount of US$88,000 for services rendered pursuant to an invoice dated September 2nd, 2020 (the “Debt”), attached hereto as Schedule “A”;
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 19th, 2022 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • Delaware
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of August 15, 2022 by and among SALONA GLOBAL MEDICAL DEVICE CORPORATION, a corporation incorporated under the laws of the Province of British Columbia ("Parent"), INSPIRA FINANCIAL COMPANY, a Washington corporation and a wholly owned subsidiary of Parent ("Inspira"), DAMAR ACQUISITION COMPANY, a Delaware corporation and wholly-owned subsidiary of Inspira ("Purchaser", and together with Parent and Inspira, the "Purchaser Parties"), DAMAR PLASTICS MANUFACTURING, INC., a California corporation (the "Company"), and WILLIAM P. DICKINSON AND ELIZABETH H. DICKINSON (collectively, "Seller", and together with the Company, the "Seller Parties"). The Purchaser Parties and the Seller Parties are sometimes each respectively referred to herein as a "Party" and sometimes collectively referred to herein as the "Parties". Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 11.
SUPPLY AGREEMENTSupply Agreement • March 1st, 2021 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • Delaware
THIS SUPPLY AGREEMENT ("Agreement") is made and entered into this 5th day of February, 2019 (the "Effective Date"), by and between COMPASS RICHMAR, LLC, a Delaware limited liability company ("Compass"), and SOUTH DAKOTA PARTNERS, INC., a South Dakota corporation ("Supplier"). Compass and Supplier are individually referred to herein as a "Party" and collectively as the "Parties".
MASTER CREDIT AND SECURITY AGREEMENT among PATHWARD, NATIONAL ASSOCIATION (as Lender) and BIODEX MEDICAL SYSTEMS, INC., (as a Borrower) September 12, 2023Master Credit and Security Agreement • September 18th, 2023 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • Michigan
PATHWARD, NATIONAL ASSOCIATION (together with its successors and assigns, "Lender"), Biodex Medical Systems, Inc., a New York corporation ("Biodex" and together with each other Person that joins this Agreement as a Borrower, each a "Borrower" and collectively the "Borrowers"), Salona Global Medical Device Corporation, a corporation organized under the laws of British Columbia ("Canadian Parent"), Inspira Financial Company, a Washington corporation ("Inspira"), Mio-Tech Parent LLC, a Delaware limited liability company ("Mio-Tech Parent"), Simbex Parent Acquisition I Corporation, a Delaware corporation ("Simbex Parent Acquisition"), Simbex Acquisition I Corporation, a Delaware corporation ("Simbex Acquisition"), and DaMar Acquisition Company, a Delaware corporation ("DaMar Acquisition"; together with Canadian Parent, Inspira, Mio-Tech Parent, Simbex Parent Acquisition, Simbex Acquisition, DaMar Acquisition, and any other person who guarantees the obligations of Borrower, each a "Guaranto
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • December 3rd, 2021 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this "Agreement") is dated as of November 29, 2021 (the "Effective Date"), by and between Adam Harmon ("Harmon") and Salona Global Medical Device Corporation, a corporation existing under the laws of British Columbia, Canada ("Pubco").
PURCHASE AGREEMENT BY AND AMONG BRATTLE STREET INVESTMENT CORP., BRATTLE ACQUISITION I CORP., SOUTH DAKOTA PARTNERS INC., GAP PARTNERS, INC., LUKE FAULSTICK, STEVE HOLLIS, AND THE ADDITIONAL SHAREHOLDERS DATED SEPTEMBER 8, 2020Purchase Agreement • March 1st, 2021 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • Delaware
THIS PURCHASE AGREEMENT (this "Agreement") is made as of September 8, 2020 by and among Brattle Street Investment Corp., a corporation incorporated under the laws of the Province of British Columbia ("Parent"), Brattle Acquisition I Corp., a South Dakota corporation and wholly-owned subsidiary of Parent ("Buyer" and together with Parent, the "Buyer Parties"), South Dakota Partners Inc., a South Dakota corporation (the "Company"), GAP Partners, Inc., a Georgia corporation ("GAP Partners"), Luke Faulstick, an individual resident of the State of South Dakota (in his individual capacity, "Luke", and in the capacity as representative of the Sellers (as defined below), the "Seller Rep"), Steve Hollis, an individual resident of the State of Georgia ("Steve" and together with Luke, the "Principal Shareholders"), and each party that executes and delivers a joinder to this Agreement as described in Section 5.8 (each, an "Additional Shareholder" and together with the GAP Partners, the "Sellers",
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 21st, 2023 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • New York
This Stock Purchase Agreement (this "Agreement"), dated as of March 15, 2023, is made and entered into by and among Mirion Technologies (US), Inc., a Delaware corporation ("Seller") and Biodex Rehab Systems, LLC, a Delaware limited liability company (formerly named Salona Bio Acquisition, LLC) ("Buyer"), a wholly-owned subsidiary of Salona Global Medical Device Corporation, a corporation incorporated under the laws of the Province of British Columbia ("Parent," and together with Buyer, the "Buyer Parties")). Throughout this Agreement, Seller and the Buyer Parties may be referred to individually as a "Party" and collectively as the "Parties."
SUPPLY AGREEMENTSupply Agreement • March 1st, 2021 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • South Dakota
THIS SUPPLY AGREEMENT ('"Agreement"') is entered into by and between DJO, LLC, a limited liability company organized under the laws of the State of Delaware in the U.S.A. ("DJO"), and SOUTH DAKOTA PARTNERS INC., a corporation incorporated under the laws of the State of South Dakota ("Supplier"'), effective as of May 4, 2016 ("Effective Date"): DJO and Supplier are individually referred to herein as a "Party" and collectively as the "Parties":
CONTRIBUTION AGREEMENTContribution Agreement • December 3rd, 2021 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • Delaware
THIS CONTRIBUTION AGREEMENT (the "Agreement"), is dated as of November 29, 2021 (the "Effective Date") by and between INSPIRA FINANCIAL COMPANY, a corporation incorporated under the laws of the state of Washington ("Inspira"), PAN NOVUS HOSPITAL SALES GROUP, LLC, a Delaware limited liability company ("Pan Novus"), ALG Health Plus, LLC, a Delaware limited liability company (the "Company" and together with Inspira and Pan Novus, the "Inspira Parties") on the one hand, and ALG-HEALTH LLC, an Ohio limited liability company ("ALG"), and ADAM HARMON ("Harmon" and together with ALG the "ALG Parties") on the other hand. The Inspira Parties and the ALG Parties are sometimes each respectively referred to herein as a "Party" and sometimes collectively referred to herein as the "Parties".
LEASE AGREEMENTLease Agreement • March 1st, 2021 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 5th, 2022 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus
This Asset Purchase Agreement (this "Agreement"), dated as of November __, 2022, is made and entered into by and between Biodex Medical Systems, Inc., a New York corporation ("Seller"), Salona Global Medical Device Corporation, a corporation incorporated under the laws of the Province of British Columbia ("Parent") and Salona Bio Acquisition, LLC, a Delaware limited liability company, a wholly-owned subsidiary of Parent ("Buyer", and together with Parent, the "Buyer Parties")). Throughout this Agreement, Seller and Buyer Parties may be referred to individually as a "Party" and collectively as the "Parties." Capitalized terms used in this Agreement have the meanings given to such terms herein, and such definitions are identified by the cross-references set forth in Exhibit A attached hereto.
LOAN AND SECURITY AGREEMENT ("Agreement")Loan and Security Agreement • January 17th, 2023 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus
This Agreement dated January 13, 2023, is an agreement among PATHWARD, NATIONAL ASSOCIATION ("Pathward"), DAMAR PLASTICS MANUFACTURING, INC., a California corporation ("Damar Plastics"), MIO-GUARD LLC, a Delaware limited liability company ("Mio-Guard"), and SIMBEX LLC, a Delaware limited liability company ("Simbex"; together with Damar Plastics and Mio-Guard, individually and collectively and jointly and severally, the "Borrower"), and (ii) Salona Global Medical Device Corporation, a corporation organized under the laws of British Columbia ("Canadian Parent"), (ii) Inspira Financial Company, a Washington corporation ("Inspira"), (iii) Mio-Tech Parent LLC, a Delaware limited liability company ("Mio-Tech Parent"), (iv) Simbex Parent Acquisition I Corporation, a Delaware limited liability company ("Simbex Parent Acquisition"), (v) Simbex Acquisition I Corporation, a Delaware corporation ("Simbex Acquisition"), and (vi) Damar Acquisition Company, a Delaware corporation ("Damar Acquisition"
Salona Global Executes Binding Agreement to Acquire the Physical Medicine Assets of Biodex Medical Systems, Inc.Asset Purchase Agreement • December 5th, 2022 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus
SAN DIEGO, November 29, 2022 - Salona Global Medical Device Corporation ("Salona Global," "SGMD," or the "Company") (TSXV:SGMD) has executed a definitive asset purchase agreement (the "Asset Purchase Agreement") to acquire the physical medicine assets (the "Acquired Assets") of Biodex Medical Systems, Inc. ("Biodex"). As part of the acquisition, at the closing the parties will execute a two-year contract manufacturing agreement (the "Supply Agreement") with Biodex, which together with the Acquired Assets are expected to generate $26 million annually. The trailing 12-month revenues for the Acquired Assets were $18 million with gross margins of approximately 30%. The Supply Agreement is expected to generate 15% gross margins. Between cash, assets on the balance sheet and its existing debt facility the Company has sufficient funds to close the acquisition.
MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG SALONA GLOBAL MEDICAL DEVICE CORPORATION, INSPIRA FINANCIAL COMPANY, SIMBEX PARENT ACQUISITION I CORP., SIMBEX ACQUISITION I CORP., SIMBEX, LLC, RICHARD GREENWALD, AND THE ADDITIONAL...Membership Interest Purchase and Contribution Agreement • October 7th, 2021 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement") is made as of September 30, 2021 by and among Salona Global Medical Device Corporation, a corporation incorporated under the laws of the Province of British Columbia ("Parent"), Inspira Financial Company, a corporation incorporated under the laws of the state of Washington and a wholly owned subsidiary of Parent ("Inspira"), Simbex Parent Acquisition I Corp., a Delaware corporation and wholly-owned subsidiary of Inspira ("Buyer Parent"), Simbex Acquisition I Corp., a Delaware corporation and wholly-owned subsidiary of Buyer Parent, ("Buyer" and together with Parent, Buyer Parent, and Inspira, the "Buyer Parties"), Simbex, LLC, a Delaware limited liability company (the "Company"), Richard Greenwald, an individual resident of the State of New Hampshire (in his individual capacity, "Richard" and "Principal Seller"), and in the capacity as representative of the Sellers (as defined below), the "Seller Rep"), and
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 2023 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus
This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of May 15, 2023, by and between Adam Glorvigen ("Seller"), Mio-Guard, LLC, a Delaware limited liability company ("Purchaser") and Salona Global Medical Device Corporation, a British Columbia, Canada corporation ("Parent").
LIMITED LIABILITY COMPANY AGREEMENT OF ALG HEALTH PLUS, LLCLimited Liability Company Agreement • December 3rd, 2021 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of ALG HEALTH PLUS, LLC, a Delaware limited liability company (the "Company"), is entered into as of November 29, 2021 by and among the Members listed on Schedule A hereto (collectively, the "Members"). Capitalized terms not otherwise defined in this Agreement shall have the respective meanings specified in Section 1.02.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2022 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 15, 2022, is by and among Salona Global Medical Device Corporation, a corporation organized under the laws of British Columbia (the "Company"), the persons listed as subscribers on Exhibit A hereto (each, a "Purchaser," and collectively, the "Purchasers").
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 4th, 2024 • Evome Medical Technologies Inc. • Surgical & medical instruments & apparatus • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made and entered into as of April 2, 2024, by and between Simbex Acquisition I Corporation, a Delaware corporation ("Seller"), Evome Medical Technologies Inc., a British Columbia corporation (the "Shareholder"), and EB Sports Corp., a Delaware corporation (the "Purchaser"). A glossary of defined terms used in this Agreement is set forth in Section 8.14.
FORBEARANCE AGREEMENTForbearance Agreement • August 10th, 2023 • Salona Global Medical Device Corp • Surgical & medical instruments & apparatus • New York
This Forbearance Agreement ("Agreement"), dated as of August 4, 2023, is made by and among Mirion Technologies (US), Inc., a Delaware corporation ("Seller") and Biodex Rehab Systems, LLC, a Delaware limited liability company ("Buyer"), a wholly-owned subsidiary of Salona Global Medical Device Corporation, a corporation incorporated under the laws of the Province of British Columbia ("Parent," and together with Buyer and Biodex Medical Systems, Inc., either individually or collectively, the "Buyer Parties").
