MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG GREAT ELM HEALTHCARE, LLC, THE SELLERS NAMED HEREIN, GREAT ELM DME HOLDINGS, INC., AS SELLERS’ REPRESENTATIVE, QHM HOLDINGS INC., AND, SOLELY FOR PURPOSES OF SECTIONS 2.7 AND 9.17, QUIPT HOME MEDICAL...Membership Interest Purchase Agreement • January 3rd, 2023 • Great Elm Group, Inc. • Services-prepackaged software • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) dated as of January 3, 2023, by and among (i) Great Elm Healthcare, LLC, a Delaware limited liability company (the “Company”), (ii) Great Elm DME Holdings, Inc., a Delaware corporation (“DME Holdings”), Great Elm DME, Inc., a Delaware corporation (“DME”), Corbel Capital Partners SBIC, L.P., a Delaware limited partnership (“Corbel”), and Valley Healthcare Group, LLC, an Arizona limited liability company (“VHG” and, together with DME Holdings, DME and Corbel, each a “Seller” and, collectively, the “Sellers”), (iii) DME Holdings, in its capacity as the Sellers’ Representative (the “Sellers’ Representative”), (iv) QHM Holdings Inc., a Delaware corporation (the “Purchaser”) and, solely for purposes of Sections 2.7 and 9.17, (v) QUIPT Home Medical Corp., a company amalgamated under the laws of the Province of British Columbia (“Parent”). Throughout the remainder of this Agreement, the Purchaser, the Company and the Sellers shall
STOCK PURCHASE AGREEMENT by and among GREAT ELM FM ACQUISITION, INC., GREAT ELM GROUP, INC., and J.P. MORGAN BROKER-DEALER HOLDINGS INC. Dated as of December 30, 2022Stock Purchase Agreement • January 3rd, 2023 • Great Elm Group, Inc. • Services-prepackaged software • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into as of December 30, 2022, by and among Great Elm FM Acquisition, Inc., a Delaware corporation (“GE FM”), Great Elm Group, Inc., a Delaware corporation (“GEG” and together with GE FM, “Sellers” and each of them individually, a “Seller”), and J.P. Morgan Broker-Dealer Holdings Inc., a Delaware corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT among Forest Investments, Inc. and the Stockholders named herein dated as of December 30, 2022Stockholders Agreement • January 3rd, 2023 • Great Elm Group, Inc. • Services-prepackaged software • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”), dated as of December 30, 2022 (the “Effective Date”), is entered into among (a) Forest Investments, Inc. a Delaware corporation (the “Company”), (b) each holder of Common Stock listed on Schedule A (together with any subsequent holders of Common Stock or transferees who become parties hereto pursuant to Section 3.01 or Section 10.02 below, the “Common Stockholders”), and (c) each holder of Preferred Stock listed on Schedule A (together with any subsequent holders of Preferred Stock or transferees who become parties hereto pursuant to Section 3.01 or Section 10.02 below, the “Preferred Stockholders,” and together with the Common Stockholders, the “Stockholders”).
