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 24th, 2023 • Quipt Home Medical Corp. • Services-misc health & allied services, nec • 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
AMENDMENT NO. 1 TO amended and restated CREDIT AND GUARANTY AGREEMENT AND limited consentCredit and Guaranty Agreement • January 24th, 2023 • Quipt Home Medical Corp. • Services-misc health & allied services, nec • New York
THIS AMENDMENT NO. 1 TO amended and restated CREDIT AND GUARANTY AGREEMENT AND limited consent (this “Amendment”), effective as of January 3, 2023 (the “Effective Date”), is made by and among CIT BANK, a division of FIRST-CITIZENS BANK & TRUST COMPANY (“Administrative Agent”), each of the financial entities set forth on the signature pages hereto constituting all the Lenders under the Credit Agreement (as defined below), QHM HOLDINGS INC., a Delaware corporation (the “Borrower”), and each of the entities set forth on the signature pages hereto as “Guarantors” (the “Guarantors”).
