EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec • Delaware
This Executive Employment Agreement (the “Agreement”) is entered into effective June 3, 2019 (the “Effective Date”), by and between Michael B. Moore (the “Executive”) and Sleep Management, LLC, d/b/a VieMed (the “Company”). Each of the Company and Executive is a “Party” and, collectively, they are the “Parties.”
COMMERCIAL TERM NOTECommercial Term Note • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec
For value received, the undersigned maker(s) (hereinafter referred to as “Borrower”, which term means individually, collectively, and interchangeably any, each and/or all of them), jointly, severally, and solidarily, promises to pay to the order of HANCOCK WHITNEY BANK (“Bank”), a Mississippi state chartered bank, with an office located at 1301 Camellia Blvd., Suite 100, Lafayette, LA 70508, the sum of FOUR MILLION EIGHT HUNDRED FORTY-FIVE THOUSAND AND 00/100 DOLLARS ($4,845,000.00) together with interest thereon, in accordance with the terms set forth in this Commercial Note (“Note”).
COMMERCIAL NOTECommercial Note • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec
For value received, the undersigned maker(s) (hereinafter referred to as "Borrower", which term means individually, collectively, and interchangeably any, each and/or all of them), jointly, severally, and solidarily, promises to pay to the order of HANCOCK WHITNEY BANK ("Bank"), a Mississippi state chartered bank, with an office located at 1301 Camellia Blvd., Suite 100, Lafayette, LA 70508, the sum of TEN MILLION AND NO/100s DOLLARS ($10,000,000.00), together with interest thereon, in accordance with the terms set forth in this Commercial Note ("Note").
BUSINESS LOAN AGREEMENT FOR TERM LOANS AND LINES OF CREDITCommercial Business Loan Agreement • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec • Louisiana
THIS FIRST AMENDMENT TO COMMERICAL BUSINESS LOAN AGREEMENT FOR TERM LOANS AND LINES OF CREDIT (this “First Amendment”) is dated March 19, 2019, by and among VIEMED, INC., a Delaware corporation (“Viemed”), SLEEP MANAGEMENT, L.L.C. (“Sleep Management”), a Louisiana limited liability company, and HOME SLEEP DELIVERED, L.L.C. (“Home Sleep”), a Louisiana limited liability company (collectively, the “Borrower”), and HANCOCK WHITNEY BANK, a Mississippi state chartered bank, formally known as Whitney Bank (the “Lender”). The Borrower, Guarantor, if any, and any other person who may be liable now or in the future for any portion of any Loans are referred to as “Obligor”, which term means individually, collectively, and interchangeably any, each and/or all of them.
INDEMNITY AGREEMENTIndemnification & Liability • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec • Ontario
AND WHEREAS the Indemnifier desires to indemnify the Indemnified Party in certain circumstances in respect of liability which the Indemnified Party may incur as a result of such Indemnified Party acting as the director and/or officer of the Indemnifier;
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec • British Columbia
a corporation existing under the laws of the Province of British Columbia, and wholly owned subsidiary of the Vendor (the “Purchaser”, and together with the Vendor, the “Parties”)
ARRANGEMENT AGREEMENTArrangement Agreement • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:
TRIPLE NET LEASE AGREEMENTTriple Net Lease Agreement • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec • Louisiana
BE IT KNOWN AND REMEMBERED that on the date hereafter shown, before the undersigned authority and in the presence/ of the undersigned good and competent witnesses:
TRIPLE NET LEASE AGREEMENTTriple Net Lease Agreement • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec • Louisiana
BE IT KNOWN AND REMEMBERED that on the date hereafter shown, before the undersigned authority and in the presence of the undersigned good and competent witnesses:
Commercial Business Loan Agreement forCommercial Business Loan Agreement • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec • Louisiana
This Agreement is dated February 21, 2018, and is between WHITNEY BANK, a Mississippi state chartered bank (“Bank”) and VIEMED, INC., a Delaware corporation (“Viemed”), SLEEP MANAGEMENT, L.L.C. (“Sleep Management”), a Louisiana limited liability company, and HOME SLEEP DELIVERED, L.L.C. (“Home Sleep”), a Louisiana limited liability company (hereinafter referred to as “Borrower,” which term means individually, collectively, and interchangeably any, each and/or all of them). Borrower and Guarantor, if any, and any other person who may be liable now or in the future for any portion of any Loan are referred to as “Obligor,” which term means individually, collectively, and interchangeably any, each and/or all of them.
SECURITY AGREEMENTSecurity Agreement • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec • Louisiana
SECOND AMENDMENT TO COMMERCIAL BUSINESS LOAN AGREEMENT FOR TERM LOANS AND LINES OF CREDITCommercial Business Loan Agreement • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec • Louisiana
THIS SECOND AMENDMENT TO COMMERICAL BUSINESS LOAN AGREEMENT FOR TERM LOANS AND LINES OF CREDIT (this “Second Amendment”) is dated May 30th, 2019, by and among VIEMED, INC., a Delaware corporation (“Viemed”), SLEEP MANAGEMENT, L.L.C. (“Sleep Management”), a Louisiana limited liability company, and HOME SLEEP DELIVERED, L.L.C. (“Home Sleep”), a Louisiana limited liability company (collectively, the “Borrower”), and HANCOCK WHITNEY BANK, a Mississippi state chartered bank, formally known as Whitney Bank (the “Lender”). The Borrower, Guarantor, if any, and any other person who may be liable now or in the future for any portion of any Loans are referred to as “Obligor”, which term means individually, collectively, and interchangeably any, each and/or all of them.
ARRANGEMENT AGREEMENT AMENDMENTArrangement Agreement • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec • British Columbia
(and PHM and Newco being hereinafter singularly also referred to as a “Party” and collectively referred to as the “Parties” as the context so requires).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 10th, 2019 • Viemed Healthcare, Inc. • Services-misc health & allied services, nec • Nevada
a corporation formed under the laws of the State of Nevada, USA (the “Vendor”), and an indirect wholly owned subsidiary of Patient Home Monitoring Corp., a corporation existing under the laws of the Province of British Columbia, Canada (the “Parent”)
