EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec • Texas
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 1st day of October, 2014 (the “Effective Date”) by and among Harry J. Fleming (the Executive”), Northstar Healthcare Acquisitions, L.L.C., a Delaware limited liability company (the “Company”), and Northstar Healthcare Inc., a British Columbia corporation (the “Issuer”).
AGENCY AGREEMENTAgency Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec • British Columbia
PI Financial Corp. (the “Agent”), understands that Northstar Healthcare Inc. (the “Issuer”) proposes to sell up to 6,250,000 units (the “Units”) at $0.80 per Unit (the “Offering Price”), and that the Issuer wishes to appoint the Agent to distribute the Units to purchasers (the “Purchasers”) who are qualified to purchase such Units pursuant to the Exemptions (as defined below). The Agent is willing to accept such appointment, pursuant to the terms and conditions set forth below.
AMENDED AND RESTATED COMPANY AGREEMENT OF NHC ASC – Dallas, LLC (a Texas Limited Liability Company)Company Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec • Texas
This Amended and Restated Company Agreement (this “Agreement”) is made and entered into and shall be effective as of the 1st day of April, 2014 (the “Effective Date”), by and among NHC ASC – DALLAS, LLC, a Texas limited liability company (the “Company”), and each other Person whose name is set forth on Exhibit A attached to this Agreement and has signed this Agreement, as the Members.
SECURITY AGREEMENTSecurity Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec
THIS SECURITY AGREEMENT (as amended, modified or restated from time to time, this “Agreement”), dated as of November 26, 2014 (the “Effective Date”), is entered into by and among Steven Ganss, an individual, in his capacity as Seller Representative and Collateral Agent under the hereinafter defined Purchase Agreement (in such capacity, “Collateral Agent”), for the benefit of Sellers (as defined in the Purchase Agreement) as security for the NHC Note (as defined in the Purchase Agreement), Northstar Healthcare Inc., a British Columbia registered corporation (“Maker”), and Northstar Healthcare Surgery Center - Scottsdale, LLC, an Arizona limited liability company (“Northstar AZ,” and together with Maker, each individually, and collectively, “Debtor”).
AMENDMENT TO MASTER AGREEMENTMaster Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec
Amendment (the “Amendment”) to the Agreement, dated September 2, 2014, by and among First Surgical Partners Holdings, Inc., a Delaware corporation (“First Surgical”), and Northstar Healthcare Inc., a British Columbia corporation (“Northstar”) (the “Master Agreement”). Capitalized terms not otherwise set forth herein shall have the meanings specified for such terms in the Master Agreement.
CREDIT AGREEMENT between NORTHSTAR HEALTHCARE SURGERY CENTER - HOUSTON, LLC Borrower and COMPASS BANK Lender As of November 10, 2014Credit Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec
THIS CREDIT AGREEMENT is entered into as of November 10, 2014, between Northstar Healthcare Surgery Center - Houston, LLC, a Texas limited liability company (“Borrower”), and COMPASS BANK, an Alabama banking corporation (the “Lender”).
AGREEMENT by and between FIRST SURGICAL PARTNERS HOLDINGS, INC. and NORTHSTAR HEALTHCARE INC. As of September 2, 2014Merger Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec • Texas
THIS AGREEMENT (this “Agreement ”), dated as of September [2], 2014, is made and entered into by and between First Surgical Partners Holdings, Inc., a Delaware corporation (“First Surgical”), and Northstar Healthcare Inc., a British Columbia corporation (“Northstar”). First Surgical and Northstar are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among NORTHSTAR HEALTHCARE SUBCO, LLC, NORTHSTAR HEALTHCARE INC., ATHAS HEALTH, LLC, and THE INDIVIDUAL SELLERS PARTY HERETO. dated November 26, 2014Membership Interest Purchase Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of November 26, 2014, by and among Northstar Healthcare Inc., a British Columbia registered corporation (“NHC”), Northstar Healthcare Subco, LLC, a Delaware limited liability company (“Buyer”), Athas Health, LLC, a Texas limited liability company (“Athas”), and each individual owner of the Athas Membership Interest (as defined below) as listed on the signature page hereto (each a “Seller” and collectively the “Sellers”). Sellers, NHC, Buyer, and Athas are sometimes referred to in this Agreement individually as a “Party” and collectively, the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec • Texas
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 26th day of November 2014 (the “Effective Date”) by and among Chris Lloyd (the “Executive”), Northstar Healthcare Acquisitions, L.L.C., a Delaware limited liability company (the “Company”), and Northstar Healthcare Inc., a corporation incorporated under the laws of British Columbia (the “Issuer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 26, 2014, among Northstar Healthcare Inc., a British Columbia registered corporation (the “Company”), and the investors listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
