REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2023 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
UNDERWRITING AGREEMENT between IMAC HOLDINGS, INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters IMAC HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2021 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York
The undersigned, IMAC Holdings, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2019 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2019, is entered into by and between IMAC HOLDINGS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 3rd, 2018 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York
WARRANT AGENCY AGREEMENT, dated as of December [●], 2018 (“Agreement”), between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and Equity Stock Transfer, LLC (the “Warrant Agent”).
PURCHASE AGREEMENTPurchase Agreement • July 25th, 2019 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of July 15, 2019, by and between IMAC HOLDINGS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
IMAC HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2018 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT IMAC HOLDINGS, INC.IMAC Holdings, Inc. • July 28th, 2023 • Services-specialty outpatient facilities, nec
THIS 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 date that Shareholder Approval is received (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of date that Shareholder Approval is received (the “Termination Date”, provided that, if the Termination Date is not a Trading Day, the Termination Date shall be extended to 5:00 p.m. (New York City time) on the next Trading Day thereafter) but not thereafter, to subscribe for and purchase from IMAC Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares1 (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 Pri
Note Purchase AgreementNote Purchase Agreement • November 3rd, 2020 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Utah
This Note Purchase Agreement (this “Agreement”), dated as of October 29, 2020, is entered into by and between IMAC Holdings, Inc., a Delaware corporation (“Company”), and Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).
Security AgreementSecurity Agreement • November 3rd, 2020 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Utah
This Security Agreement (this “Agreement”), dated as of October 29, 2020, is executed by IMAC Holdings, Inc., a Delaware corporation (“Debtor”), in favor of Iliad Research and Trading, L.P., a Utah limited partnership (“Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2023 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2023, between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages to this Agreement (each a “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 18th, 2020 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 18, 2020, and is between IMAC Holdings, Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2019 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Illinois
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 19, 2019, between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and Dr. Jason Hui (the “Executive”).
Loan No: 37404 COMMERCIAL LINE OF CREDIT AGREEMENT Page 1 Principal Loan Date Maturity Loan No Call / Coll Account Officer InitialsCredit Agreement • September 17th, 2018 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Kentucky
Borrower: INTEGRATED MEDICINE AND CHIROPRACTIC REGENERATION CENTER OF ST. LOUIS, LLC 2725 JAMES SANDERS BLVD PADUCAH, KY 42001 Lender: INDEPENDENCE BANK OF KENTUCKY Paducah-Jefferson Sq - NMLS #405645 PO BOX 1776 3143 BROADWAY STREET PADUCAH, KY 42001 (270) 442-1716
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 26th, 2023 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of May 23, 2023 by and among Theralink Technologies, Inc., a Nevada corporation (the “Company”), IMAC Holdings, Inc., a Delaware corporation (“Parent”), and IMAC Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
At-The-Market Issuance Sales AgreementIMAC Holdings, Inc. • October 5th, 2020 • Services-specialty outpatient facilities, nec • New York
IMAC Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”), as follows:
UNIT PURCHASE AGREEMENT dated as of July 31, 2018 by and among IMAC HOLDINGS INC., a Delaware corporation, ADVANTAGE HAND THERAPY AND ORTHOPEDIC REHABILITATION, LLC, a Missouri limited liability company and Charles Renner, sole Unitholder of ADVANTAGE...Unit Purchase Agreement • December 3rd, 2018 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Missouri
THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2018, is by and among IMAC Holdings Inc., a Delaware corporation (“Holdings”), Advantage Hand Therapy and Orthopedic Rehabilitation, LLC, a Missouri limited liability company (the “Company”), and Charles Renner, sole Unitholder of the Company (collectively, the “Unitholder”). Certain capitalized terms used herein are defined in Section 8.12.
AMENDMENT TO common stock purchase warrantCommon Stock Purchase Warrant • December 27th, 2023 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware
THIS AMENDMENT, dated as of December 20, 2023 (this “Amendment”), is between IMAC HOLDINGS, INC., a Delaware corporation (the “Company”), and each investor identified on the signature pages to this Amendment (each a “Holder” and collectively the “Holders”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 8th, 2021 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Louisiana
This STOCK PURCHASE AGREEMENT (“Agreement”) is made effective this 4th day of October, 2021 (the “Effective Date”), by IMAC Holdings, Inc., a corporation organized under the laws of the State of Delaware, 1605 Westgate Circle, Brentwood, TN 37027 (“Buyer”), and F. Allen Johnson, M.D., a Louisiana domiciliary of the age of majority with a mailing address of 1940 O'Neal Ln, Baton Rouge, LA 70816 (“Seller”). Buyer and Seller may be referred to individually as a “Party” and collectively as the “Parties.”
FORM OF LEASEForm of Lease • June 11th, 2020 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Kentucky
THIS COMMERCIAL SINGLE TENANT TRIPLE NET LEASE (“Lease”) is made and entered into this the ___day of _____, 2020, by and between _________________, a Kentucky limited liability company, _________________ (“Landlord”), and IMAC HOLDINGS, INC., a Delaware Corporation, 1605 Westgate Circle, Brentwood, Tennessee, 37027 (“Tenant”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 17th, 2018 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Tennessee
THIS MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made as of November 1, 2016, by and between IMAC Regeneration Center of Nashville, P.C., a professional corporation organized and existing under the laws of Tennessee (“PC”) and IMAC Regeneration Management of Nashville, LLC (“IMAC”), a Tennessee corporation.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 25th, 2019 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec
This Amendment to Agreement and Plan of Merger (this “Amendment”), is entered into effective as of April 19, 2019 at 12:05 a.m. by and among IMAC Holdings Inc., a Delaware corporation (“IMAC Holdings”), IMAC Management of Illinois, LLC, an Illinois limited liability company (“Merger Sub”), ISDI Holdings, Inc., an Illinois corporation (“ISDI Holdings I”), ISDI Holdings II, Inc., an Illinois corporation (“ISDI Holdings II”), PHR Holdings, Inc., an Illinois corporation (“PHR Holdings”), and Jason Hui, sole shareholder of each of ISDI Holdings II and PHR Holdings (the “Shareholder”), in order to amend that certain Agreement and Plan of Merger (the “Agreement”), executed on April 1, 2019 by and among IMAC Holdings, Merger Sub, ISDI Holdings I, and the Shareholder. Capitalized terms used but not defined in this Amendment shall have the respective meanings assignment to them in the Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 16th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 10, 2024, is by and among IMAC Holdings, Inc., a Delaware corporation with offices located at 3401 Mallory Lane, Suite 100, Franklin, Tennessee 37067 (the “Company”), and each of the investors signatory hereto (individually, a “Buyer” and collectively, the “Buyers”).
OF IMAC HOLDINGS, INC.IMAC Holdings, Inc. • July 5th, 2019 • Services-specialty outpatient facilities, nec
THIS AMENDMENT to the 10.00% PROMISSORY NOTE DUE DECEMBER 31, 2019 OF IMAC HOLDINGS, INC., dated as of June 28, 2019, is made by and between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and Edward S. Bredniak (the “Holder”).
IMAC Holdings, LLC SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2018 • Imac Holdings LLC • Services-specialty outpatient facilities, nec • Kentucky
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into by and between IMAC Holdings, LLC, a Kentucky limited liability company that intends to convert, prior to a proposed Regulation A+ initial public offering, into a corporation pursuant to a statutory conversion and change its name to IMAC Regeneration Centers, Inc., with its principal executive offices located at 2725 James Sanders Blvd., Paducah, KY 42001 (as applicable, the “Company”), and each of the purchasers listed on Schedule A hereto (the “Purchasers”), and is dated with respect to each of the Purchasers as of the date noted on each such Purchaser’s counterpart signature page.
ContractForm of Purchase and Sale Contract • June 11th, 2020 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Kentucky
THIS FORM OF PURCHASE AND SALE CONTRACT (the “Contract”) is made and entered into this 5th day of June, 2020 (“the Effective Date”), by and between IMAC Holdings, Inc., successor by merger to IMAC Holdings, LLC, a Delaware corporation (“Seller”), and _________________ or its assigns, a Kentucky limited liability company (“Buyer”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 3rd, 2018 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Kentucky
AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of June 29, 2018, by and between IMAC Management Services LLC, a Kentucky limited liability company (“Acquiror”), and Clinic Management Associates of KY LLC, a Kentucky limited liability company (the “Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 8th, 2021 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Louisiana
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of October 1, 2021, among IMAC Medical of Louisiana, A Medical Corporation, a Louisiana corporation (“Purchaser”), F. Allen Johnston, M.D. (“Owner”), and F. Allen Johnston MD, PC, a Louisiana professional corporation (“Seller”).
Amended and Restated Term NoteIMAC Holdings, Inc. • November 14th, 2019 • Services-specialty outpatient facilities, nec
FOR VALUE RECEIVED, PROGRESSIVE HEALTH & REHABILITATION, LTD. (the “Borrower”), with an address at 1283 West Dundee Road, Buffalo Grove, IL 60089-4009, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 935 North Elmhurst Road, Mt, Prospect, Illinois 60056, or at such other location as the Bank may designate from time to time, the principal sum of ONE HUNDRED FORTY THOUSAND AND 00/100 DOLLARS ($140,000.00) (the “Facility”), together with interest accruing on the outstanding principal balance from the date hereof, all as provided below.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • April 16th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York
WHEREAS, the Company is party to that certain Credit Agreement, dated as of April 11, 2024, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Credit Agreement”) by and among the Company, the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), other Persons party thereto that are designated as Credit Parties and the Collateral Agent, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”), pursuant to which the Lenders will make certain term loans to the Company (the “Term Loans”).
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • April 16th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec
This Settlement and Release Agreement (this “Agreement”) is entered into as of the 10th day of April, 2024, by and between IMAC Holdings, Inc., a Delaware corporation with offices located at 3401 Mallory Lane, Suite 100, Franklin, Tennessee 37067 (the “Company”), and the investor signatory hereto (the “Investor”), with reference to the following facts:
AGREEMENT AND PLAN OF MERGER dated as of April 1, 2019 by and among IMAC HOLDINGS INC., a Delaware corporation, IMAC MANAGEMENT OF ILLINOIS, LLC, an Illinois limited liability company, ISDI HOLDINGS, INC., an Illinois corporation, and JASON HUI, sole...Employment Agreement • April 3rd, 2019 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), executed on April 1, 2019 (the “Signing Date”), is by and among IMAC Holdings Inc., a Delaware corporation (“Holdings”), IMAC Management of Illinois, LLC, an Illinois limited liability company (“Merger Sub”), ISDI Holdings Inc., an Illinois corporation (the “Company”), and Jason Hui, sole shareholder of the Company (the “Shareholder”). Certain capitalized terms used herein are defined in Section 10.12.
10% PROMISSORY NOTEIMAC Holdings, Inc. • March 9th, 2020 • Services-specialty outpatient facilities, nec
IMAC HOLDINGS, INC., a Delaware corporation (the “Company”), for value received, hereby promises to pay to the order of __________ with an address at ____________________, or registered assigns (the “Holder”), the principal amount of ____________ dollars ($_____), payable in full on the Maturity Date (as hereinafter defined), unless prepayments have been made by the Company pursuant to Section 1(d) hereof, in which case the outstanding balance hereon (if any) shall be payable in full on the Maturity Date, and to pay interest on the unpaid principal balance hereof from time to time at the rate of 10% per annum (calculated on the basis of a 365-day year) on the Maturity Date, all as hereafter further provided.
EXCHANGE AGREEMENTExchange Agreement • April 16th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware
This EXCHANGE AGREEMENT (the “Agreement”), dated as of April 10, 2024, is by and among IMAC Holdings, Inc., a Delaware corporation with offices located at 1605 Westgate Circle, Brentwood, Tennessee, 37027 (the “Company”), and the investor signatory hereto (the “Holder”).
CREDIT AGREEMENT Dated as of April 11, 2024 by and among THERALINK TECHNOLOGIES, INC. as the Borrower, THE OTHER PERSONS HERETO THAT ARE DESIGNATED CREDIT PARTIES THE LENDERS PARTY HERETO, as Lenders and IMAC Holdings Inc., as the Administrative AgentCredit Agreement • April 16th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, amended and restated, supplemented or modified from time to time, this “Agreement”) is entered into as of April 11, 2024 among (1) THERALINK TECHNOLOGIES, INC., a Nevada corporation (the “Borrower”), (2) the lenders from time to time party to this Agreement (collectively, the “Lenders”), (2) the other Persons party hereto that are designated as Credit Parties, and (3) IMAC HOLDINGS INC., in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 10, 2024, is by and among IMAC Holdings, Inc., a Delaware corporation with offices located at 1605 Westgate Circle, Brentwood, Tennessee, 37027 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
