ASSURE HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2023 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • New York
The undersigned, Assure Holdings Corp., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Joseph Gunnar & Co., LLC is acting as representative (in such capacity, the “Representative”), (a) an aggregate of [__] shares of common stock (the “Firm Shares”), par value $0.001 per share, of the Company (the “Common Stock”) and (b) Common Stock purchase warrants (the “Firm Pre-Funded Warrants” and together with the Firm Shares, the “Firm Securities”) in the form filed as an exhibit to the Registration Statement to purchase up to an aggregate of [__] shares of Common Stock (the “Pre-Funded Warrant Shares”), which shall have an exercise price of $0.001 (subject to adjustment as provided in the Firm Pre-Funded Warrants). The Underwriters, severally and not jointly, agree to purchase from t
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2020 • Assure Holdings Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of · __, 2020, by and among Assure Holdings Corp., a Nevada corporation (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser” and, collectively, the “Purchasers”), and shall become effective as of the Closing (as defined in the Purchase Agreement, defined below).
EXCHANGE AGREEMENTExchange Agreement • April 12th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Colorado
WHEREAS, prior to the date hereof, pursuant to that certain Debenture Agreement, dated as of June 9, 2021, by and between the Company and the investors party thereto (as amended, the “Debenture Agreement”), the Company issued to such investors certain notes (the “Notes”).
CLASS [A][B] COMMON STOCK PURCHASE WARRANT ASSURE HOLDINGS CORP.Assure Holdings Corp. • July 18th, 2024 • Surgical & medical instruments & apparatus • New York
THIS CLASS [A][B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [the Shareholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the _____2 anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from Assure Holdings Corp., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2021 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 27, 2021, by and among Assure Holdings Corp., a Nevada corporation (the “Company”), and purchaser identified on the signature page hereto (the “Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2023 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 30, 2022, by and among Assure Holdings Corp., a Nevada corporation (the “Company”), and each of NervePro LLC, a Colorado limited liability company (“NervePro”), Neuroprotect Neuromonitoring, LLC, a Colorado limited liability company (“Neuroprotect”), Neurotech Neuromonitoring, LLC, a Colorado limited liability company (“Neurotech”), and Nervefocus, LLC, a Colorado limited liability company (“Nervefocus,” and together with NervePro, Neuroprotect, and Neurotech, collectively, the “Purchaser”), and shall become effective as of the Closing Date (as defined below).
Form of Representative Warrant AgreementCommon Stock Purchase • May 10th, 2023 • Assure Holdings Corp. • Surgical & medical instruments & apparatus
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 18th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July ___, 2024, between Assure Holdings Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
THIRD AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 3rd, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus
THIS THIRD AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Third Amendment”) is effective as of this 22nd day of March, 2024, by and among (i) DANAM HEALTH, INC., a Delaware corporation (“Buyer”); (ii) WELLGISTICS, LLC, a Florida limited liability company (the “Company”) (iii) STRATEGIX GLOBAL LLC, a Utah limited liability company (“Strategix”), NOMAD CAPITAL LLC, a Utah limited liability company (“Nomad”), JOUSKA HOLDINGS LLC, a Delaware limited liability company (“Jouska”; together with Strategix and Nomad, collectively, “Sellers” and, each, a “Seller”); (iv) the Persons identified as Seller Owners listed on Annex II hereto (collectively, the “Seller Owners” and, each, a “Seller Owner”; Seller Owners, together with Sellers, the “Seller Parties” and, each, a “Seller Party”); and (v) BRIAN NORTON, a resident of the State of Montana, in his capacity as Seller Representative (“Seller Representative”; together with Buyer, Sellers, and Seller Owners, collectively, the “Parties”
PARTIAL WAIVER AND AMENDMENT AGREEMENTPartial Waiver and Amendment Agreement • April 12th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus
This Partial Waiver Agreement (the “Waiver”) by and between Assure Holdings Corp. (“Assure”), Assure Acquisition Corp. (“Merger Sub”) and Danam Health, Inc. (“Danam”) is dated and effective as of this 8th day of April 2024. Each of Assure, Merger Sub and Danam are a “Party,” and collectively, the “Parties.”
June 22, 2023Assure Holdings Corp. • June 29th, 2023 • Surgical & medical instruments & apparatus
By means of this Letter of Intent (this “LOI”), Assure Holdings Corp. (“AHC”), on behalf of its to be formed subsidiary (“Purchaser”) wishes to express its interest to purchase the assets (the “Transaction”) of Innovation Neuromonitoring LLC, (“Innovation”). Innovation and Purchaser may each be referred to herein as, a “Party” and collectively as, the “Parties” to this LOI.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2021 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 15, 2021, by and among Assure Holdings Corp., a Nevada corporation (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser” and, collectively, the “Purchasers”), and shall become effective as of the Closing (as defined in the Purchase Agreement, defined below).
Equity Purchase AgreementEquity Purchase Agreement • August 7th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Colorado
This Equity Purchase Agreement (the “Agreement”) is made as of July 31, 2024 (the “Effective Date”), by and among 0915223 B.C. Ltd., a British Columbia corporation (the “Buyer”) located at 3529 Arbutus Street, Vancouver, B,C V6J 3Z6 and Assure Holdings Corp., a Nevada corporation (“Assure Parent”), Assure Holdings Inc., a Colorado corporation, Assure Neuromonitoring LLC, a Colorado limited liability company, and Assure Networks, LLC, a Colorado limited liability company (each, a “Seller” and collectively, the “Sellers”). Buyer and Sellers are each referred to herein as a “Party” and collectively as the “Parties”.
NOMINEE AGREEMENTNominee Agreement • April 1st, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Delaware
This Nominee Agreement (this “Agreement”) is made and entered into as of March 26, 2024 (the “Effective Date”), by and between Assure Neuromonitoring, LLC, a Colorado limited liability company (“Assure Neuromonitoring”), Assure Telehealth Providers, LLC, a Colorado limited liability company (“Assure Telehealth” and together with Assure Neuromonitoring, “Nominees” and each, a “Nominee”), and National Neuromonitoring Services, LLC, a Texas limited liability company (“Beneficial Owner”). Nominees and the Beneficial Owner may be referred to individually as “Party” or collectively as “Parties” to this Agreement.
GUARANTY AGREEMENTGuaranty Agreement • December 30th, 2020 • Assure Holdings Corp. • Colorado
THIS GUARANTY AGREEMENT (this "Guaranty") is made as of the 12th day of August, 2020, by those certain undersigned parties, along with each party from time to time made a party hereto (collectively, "Guarantors") and CENTRAL BANK & TRUST, part of Farmers & Stockmens Bank ("Lender").
AGREEMENT AND PLAN OF MERGER BY AND AMONG Assure holdings corp., ASSURE ACQUISITION CORP. AND DANAM HEALTH, INC. DATED AS OF FEBRUARY 12, 2024Agreement and Plan of Merger • February 12th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 12, 2024, is made by and among Assure Holdings Corp., a Nevada corporation (“Acquirer”), Assure Acquisition Corp., a Delaware corporation and wholly owned direct Subsidiary of Acquirer (“Merger Sub”), and Danam Health, Inc., a Delaware corporation (the “Company”). Each of Acquirer, Merger Sub and the Company may be referred to herein as a “Party” and collectively as the “Parties”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 3rd, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Delaware
WHEREAS, Assure, Assure Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Assure (“Merger Sub”) and Danam have entered into an Agreement and Plan of Merger dated as of February 12, 2024, as amended by the Partial Waiver and Amendment Agreement, dated as of April 8, 2024 (the “Merger Agreement”), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into Danam, with Danam continuing as the surviving corporation in the merger (the “Merger”);
ASSET PURCHASE AGREEMENT by and among National Neuromonitoring Services, LLC, (Purchaser) ASSURE NEUROMONITORING, LLC, ASSURE NETWORKS, LLC, ASSURE NETWORKS TEXAS HOLDINGS, LLC, and ASSURE NETWORKS TEXAS HOLDINGS II, LLC (Sellers) and ASSURE HOLDINGS...Asset Purchase Agreement • March 15th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2024, by and among National Neuromonitoring Services, LLC, a Texas limited liability company (“Purchaser”), Assure Neuromonitoring, LLC, a Colorado limited liability company (“Assure Neuromonitoring”) Assure Networks, LLC, a Colorado limited liability company (“Assure Networks”), Assure Networks Texas Holdings, LLC, a Texas limited liability company (“Assure Networks Texas Holdings”), and Assure Networks Texas Holdings II, LLC, a Colorado limited liability company (“Assure Networks Texas Holdings II” and together with Assure Neuromonitoring, Assure Networks and Assure Networks Texas Holdings, collectively, the “Sellers”), and Assure Holdings Corp., a Nevada corporation (“Parent”).
THIS AGREEMENT made as of the 9 day of June, 2021 by Assure Holding Corporation (the "Borrower"), and Assure Holding Inc., Assure Neuromonitoring, LLC, Assure Networks, LLC, Assure Neuromonitoring Colorado, LLC, Assure Neuromonitoring Louisiana, LLC,...Agreement • June 16th, 2021 • Assure Holdings Corp. • Surgical & medical instruments & apparatus
SUBSCRIPTION AGREEMENT ASSURE HOLDINGS CORP.Subscription Agreement • September 27th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Nevada
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of [●], 2024 is made by and between Assure Holdings Corp., a Nevada corporation (the “Company”), and [●] (the “Subscriber”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • April 1st, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Delaware
THIS NONCOMPETITION AGREEMENT (this “Agreement”) is made and entered into as of March 26, 2024 (the “Effective Date”), by and among Assure Neuromonitoring, LLC, a Colorado limited liability (“Assure Neuromonitoring”), Assure Networks, LLC, a Colorado limited liability company (“Assure Networks”), Assure Networks Texas Holdings, LLC, a Texas limited liability company (“Assure Networks Texas Holdings” and together with Assure Neuromonitoring, Assure Networks and Assure Networks Texas Holdings, collectively, the “Sellers”), Assure Holdings Corp., a Nevada corporation (“Parent”), and National Neuromonitoring Services, LLC, a Texas limited liability company (“Purchaser”).
November 23rd, 2021 Assure Holdings Corp.Assure Holdings Corp. • December 1st, 2021 • Surgical & medical instruments & apparatus
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 6th, 2023 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Colorado
Assure Holdings Corp., a Delaware corporation (“Purchaser”), and each of NervePro LLC, a Colorado limited liability company (“NervePro”), Neuroprotect Neuromonitoring, LLC, a Colorado limited liability company (“Neuroprotect”), Neurotech Neuromonitoring, LLC, a Colorado limited liability company (“Neurotech”), and Nervefocus, LLC, a Colorado limited liability company (“Nervefocus,” and together with NervePro, Neuroprotect, and Neurotech, the “Sellers,” and each, a “Seller”) have entered into this Asset Purchase Agreement (this “Agreement”), dated December 30, 2022 (the “Effective Date”).
Convertible NoteConvertible Note • April 12th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Nevada
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, DIRECTLY OR INDIRECTLY, EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER AND ITS TRANSFER AGENT THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CENTURION FINANCIAL TRUSTAssure Holdings Corp. • June 16th, 2021 • Surgical & medical instruments & apparatus • Ontario
(a)For value received, ASSURE HOLDINGS CORPORATION (the “Corporation”) having its head office at 4600 South Ulster Street, Suite 1225, Denver, Colorado 80237, shall pay to the order of CENTURION FINANCIAL TRUST, as lender, agent and nominee for the lenders who advance funds drawn pursuant to the Commitment Letter (being the letter of March 8, 2021 issued by the Lender to the Corporation, the “Commitment Letter”) and this Debenture (as agreed and allocated among them as they shall agree from time to time) (collectively the “Lender”) the amount of ELEVEN MILLION DOLLARS ($11,000,000) (the “Commitment”), or the aggregate principal amount drawn and outstanding from time to time pursuant to this Debenture, plus all accrued interest thereon in accordance with this Debenture on the Maturity Date, or such earlier date as the Obligations shall become due and payable hereunder, at the office of the Lender at 25 Sheppard Avenue West, Suite 1800, Toronto, ON M2N 6S6 or such other place as the Lend
Assure Holdings Secures Agreement with Premier, a Leading Group Purchasing Organization Agreement will expand Assure’s footprint by offering intraoperative neuromonitoring to Premier membersAssure Holdings Corp. • September 8th, 2021 • Surgical & medical instruments & apparatus
DENVER, September 8, 2021 (GLOBE NEWSWIRE) -- Assure Holdings Corp. (the “Company” or “Assure”) (TSXV: IOM; OTCQB: ARHH; OTCQB: ARHHD*), a provider of intraoperative neuromonitoring services (“IONM”), is pleased to announce that it has received a systemwide contract with Premier Inc. (“Premier”), a market-leading group purchasing organization (“GPO”). Effective November 1, 2021, the contract will enable Premier members, at their discretion, to take advantage of pricing and terms pre-negotiated by Premier for Assure’s Joint Commission accredited IONM services. Premier is a leading healthcare improvement company, uniting an alliance of approximately 4,400 U.S. hospitals and 225,000 other providers to transform healthcare. With integrated data and analytics, collaboratives, supply chain solutions, consulting and other services, Premier enables better care and outcomes at a lower cost.
Memorandum of Understanding for Exchange AgreementExchange Agreement • July 24th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Nevada
This Binding Memorandum of Understanding (“Agreement”) is entered into by and between Assure Holdings Corp. (the “Company”) and Centurion Financial Trust (the “Holder” and in its capacity as agent and nominee, the “Agent”) as of July 18, 2024.
LOCK-UP AGREEMENTLock-Up Agreement • July 18th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus
The undersigned irrevocably agrees with the Company that, from the date hereof until sixty (60) days following the closing of the Company’s offering of registered securities pursuant to an effective registration statement on Form S-1 (File No. 333-280426) (the “Offering”) (such period, the “Restriction Period”) for which Offering [ ] (the “Placement Agent”) is acting as exclusive placement agent of the Company, the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Purchase Agreement (as defined below)) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent posit
STOCK GRANT AGREEMENT November 8, 2016Stock Grant Agreement • December 30th, 2020 • Assure Holdings Corp. • Colorado
THIS STOCK GRANT AGREEMENT (the “Grant Agreement”) is made and entered into by and between Assure Holdings. Inc., a Colorado corporation (the “Company”), and the following individual:
LOAN AGREEMENT Dated as of August 12, 2020 between ASSURE HOLDINGS CORP., a Nevada corporation, as Borrower and CENTRAL BANK & TRUST, part of Farmers & Stockmens Bank as LenderLoan Agreement • December 30th, 2020 • Assure Holdings Corp. • Colorado
This LOAN AGREEMENT (this "Agreement") is entered into as of August 12, 2020, by and between ASSURE HOLDINGS CORP., a Nevada corporation, ("Borrower"), and CENTRAL BANK & TRUST, part of Farmers & Stockmens Bank ("Lender").
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • December 30th, 2020 • Assure Holdings Corp.
Pursuant to the Incentive Stock Grant Agreement dated as of _____________ (the “Incentive Stock Grant Agreement”), between the Grantee named above (the “Grantee”) and Assure Holdings Corp., a Colorado corporation (the “Company”), the Company hereby issues to the Grantee this Restricted Stock Award (an “Award”). Upon acceptance of this Award, the Grantee shall receive the number of the Company’s common stock (the “Shares”) specified above, subject to the restrictions and conditions set forth herein. The Company acknowledges the receipt from the Grantee of consideration with respect to the Fair Market Value of the Shares in the form of past and future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Company.
Payment Accommodation AgreementPayment Accommodation Agreement • June 7th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus
In connection with, and furtherance of, the forgoing, the parties hereto agree and confirm that each of the other Loan Documents (including, without limitation, that certain Debenture dated as of June 9, 2021, among, inter alios, the Lender, as secured party, and the Borrower, as debtor (the "Debenture")) are confirmed to remain in full force and effect, unamended except to the extent, if any, amended by the Amending Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Colorado
This Employment Agreement (the “Agreement”) is made and entered into as of December 27, 2023, by and between John Farlinger (“Employee”) and Assure Holdings Corp., a Nevada corporation (the “Company” or “Employer”).
Form of Lock-Up Agreement LOCK-UP AGREEMENTAssure Holdings Corp. • May 2nd, 2023 • Surgical & medical instruments & apparatus
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 3rd, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Florida
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is made as of __ January 2023, by and among Nikul Panchal, an individual resident of the State of Florida (“Seller”) and DANAM HEALTH, Inc., a Delaware corporation (“Buyer”). Buyer, Company and Seller are each referred to herein as a “Party” and collectively as “Parties.”
