CREDIT AGREEMENT Dated as of August 15, 2018 among AKUMIN INC., as Holdings, AKUMIN CORP., as the Borrower, BBVA COMPASS, as Administrative Agent, Swing Line Lender and L/C Issuer, the Other Lenders Party Hereto BANK OF NOVA SCOTIA, as Syndication...Credit Agreement • August 28th, 2020 • Akumin Inc. • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 15, 2018 among Akumin Inc., an Ontario corporation (“Holdings”), Akumin Corp., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Compass Bank d/b/a BBVA Compass, as Administrative Agent, Swing Line Lender and an L/C Issuer, and BBVA Securities Inc. as Lead Arranger (“BSI”).
AKUMIN INC. AND UMB BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent 8.000% Senior Secured Notes due 2028 INDENTURE Dated as of February 6, 2024Akumin Inc. • February 7th, 2024 • Services-medical laboratories • New York
Reference is hereby made to the Indenture, dated as of February 6, 2024 (the “Indenture”), among Akumin Inc., as Issuer (the “Issuer”), the Guarantors named therein and UMB Bank, National Association, as trustee and notes collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
AKUMIN ESCROW INC. (whose obligations are to be assumed by AKUMIN INC.), AND UMB BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent 7.500% Senior Secured Notes due 2028 INDENTURE Dated as of August 9, 2021Supplemental Indenture • August 13th, 2021 • Akumin Inc. • Services-medical laboratories • New York
INDENTURE, dated as of August 9, 2021, by and among Akumin Escrow Inc. (the “Escrow Issuer”), a newly formed Ontario corporation (whose obligations are to be assumed by Akumin Inc.) and UMB Bank, National Association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Collateral Agent”).
AKUMIN CORP. (as “Purchaser”), AKUMIN INC. (as “Parent”), THOSE PERSONS LISTED ON SCHEDULE A ATTACHED HERETO AND IDENTIFIED AS A “SELLER” (collectively referred to herein as the “Sellers” and, individually a “Seller”), and THOSE PERSONS LISTED ON...Share Purchase Agreement • August 28th, 2020 • Akumin Inc. • Florida
REVOLVING CREDIT AGREEMENT dated as of February 6, 2024 among AKUMIN INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent...Revolving Credit Agreement • February 7th, 2024 • Akumin Inc. • Services-medical laboratories • New York
REVOLVING CREDIT AGREEMENT, dated as of February 6, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Akumin Inc., a Delaware corporation (the “Borrower”), the Guarantors identified herein, the Lenders party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2023 • Akumin Inc. • Services-medical laboratories • Florida
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment Agreement”) is made effective as of February 16, 2023 (the “Amendment Effective Date”), by and among Akumin Inc. (the “Company”) and Rohit Navani (the “Employee”);
ESCROW AGREEMENTEscrow Agreement • August 13th, 2021 • Akumin Inc. • Services-medical laboratories • New York
ESCROW AGREEMENT (this “Agreement”), dated as of August 9, 2021, among JPMorgan Chase Bank, N.A., as escrow agent, securities intermediary and depository bank, as applicable (in such capacities, the “Escrow Agent”), UMB Bank, National Association, as trustee (the “Trustee”) under the Indenture (as defined herein) and Akumin Escrow Inc., a newly formed Ontario corporation (the “Escrow Issuer”) and wholly owned subsidiary of Akumin Inc. (the “Issuer”) (the Escrow Issuer, together with the Trustee and the Escrow Agent, the “Parties,” each a “Party”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture; provided the Escrow Agent shall not be deemed to have any knowledge of or obligation to ascertain the meaning of any capitalized term not entirely defined herein.
THAIHOT INVESTMENT CO., LTD Letter AgreementLetter Agreement • September 13th, 2021 • Akumin Inc. • Services-medical laboratories • Ontario
FIRST AMENDMENT TO LOAN DOCUMENTSCredit Agreement • August 28th, 2020 • Akumin Inc. • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 15, 2018 among Akumin Inc., an Ontario corporation (“Holdings”), Akumin Corp., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Compass Bank d/b/a BBVA Compass, as Administrative Agent, Swing Line Lender and an L/C Issuer, and BBVA Securities Inc. as Lead Arranger (“BSI”).
Riadh Zine Chairman and Chief Executive Officer Akumin Inc. 8300 W, Sunrise Boulevard Plantation, Florida 33322 October 17, 2023Entire Agreement • October 20th, 2023 • Akumin Inc. • Services-medical laboratories • New York
This letter, together with the attached Schedule(s), Exhibit and General Terms and Conditions, sets forth the agreement (“Agreement”) between AlixPartners, LLP (“AlixPartners”), and Akumin Inc. and certain of its affiliates and subsidiaries (the “Company”) for the engagement of AlixPartners to provide interim management services to the Company.
ContractSupplemental Indenture • February 11th, 2021 • Akumin Inc. • Services-medical laboratories • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 11, 2021, by and among Akumin Inc., an Ontario corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and UMB Bank, National Association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Collateral Agent”).
SERIES A NOTES AND COMMON SHARE PURCHASE AGREEMENTRegistration Rights Agreement • June 29th, 2021 • Akumin Inc. • Services-medical laboratories • New York
Prior to the registration of any transfer in accordance with (c) above, we acknowledge that a duly completed and signed certificate (the form of which may be obtained from the Company) must be delivered to the Company. Prior to the registration of any transfer in accordance with (d) or (e) above, we acknowledge that the Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws. We acknowledge that no representation is made as to the availability of any exemption from the registration requirements of the Securities Act.
FIRST AMENDMENT TO TEMPORARY WAIVER AGREEMENTTemporary Waiver Agreement • October 16th, 2023 • Akumin Inc. • Services-medical laboratories
This FIRST AMENDMENT TO TEMPORARY WAIVER AGREEMENT (this “Amendment”), dated as of October 16, 2023 is between Akumin Operating Corp., a Delaware corporation (the “Issuer”) and Stonepeak Magnet Holdings LP (the “Holder”).
RESTRUCTURING SUPPORT AGREEMENTContingent Value Rights Agreement • October 20th, 2023 • Akumin Inc. • Services-medical laboratories • New York
BOARD REPRESENTATION AND OBSERVATION RIGHTS AGREEMENTRepresentation and Observation Rights Agreement • September 13th, 2021 • Akumin Inc. • Services-medical laboratories • New York
THIS BOARD REPRESENTATION AND OBSERVATION RIGHTS AGREEMENT, dated as of September 1, 2021 (this “Agreement”), is entered into by and between Akumin Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”), and Stonepeak Magnet Holdings LP (the “Purchaser”). The Company and the Purchaser are herein referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Series A Notes and Common Share Purchase Agreement, dated as of June 25, 2021, by and between the Company, Akumin Corp. (the “Issuer”) and the Purchaser (the “Purchase Agreement”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • September 13th, 2023 • Akumin Inc. • Services-medical laboratories • Florida
This Separation Agreement and General Release (“Agreement”) is made by and between Rohit Navani (“Executive”) and Akumin Inc., a Delaware corporation (“Akumin”) (collectively referred to herein as “the Parties”), with reference to the following facts:
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement • May 10th, 2022 • Akumin Inc. • Services-medical laboratories • California
This Separation Agreement and Release of (“Agreement”) is made by and between Rhonda Longmore-Grund (“Executive”), Alliance HealthCare Services, Inc., a Delaware corporation (“Alliance HealthCare Services”), and Akumin Inc., an Ontario corporation (“Akumin”) (collectively referred to herein as “the Parties”), with reference to the following facts:
ContractAkumin Inc. • February 11th, 2021 • Services-medical laboratories • New York
AMENDMENT NO. 1, dated as of February 8, 2021 (this “Amendment”), to that certain Revolving Credit Agreement, dated as of November 2, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment No. 1 Effective Date (as defined below), the “Existing Credit Agreement” and, as amended by this Amendment and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”), among Akumin Inc., an Ontario corporation (the “Borrower”), certain subsidiaries of the Borrower party thereto as guarantors (collectively, the “Guarantors” and, individually, each a “Guarantor”), the lenders from time to time party thereto (the “Lenders”) and BBVA USA, as Administrative Agent and Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 29th, 2021 • Akumin Inc. • Services-medical laboratories • New York
In connection with the transactions contemplated by the Purchase Agreement, Akumin Inc., the sole stockholder of the Purchaser (“Purchaser Parent”), and the Seller hereby agree that, effective as of the Closing and for so long as the Seller owns at least 50% of the Closing Share Consideration, the Seller shall have the right to nominate one (1) board member to the board of directors of Purchaser Parent (the “Purchaser Parent Board”) at any time an individual nominated by the Seller (a “Seller Nominee”) is not serving on the Purchaser Parent Board or if the term of the current Seller Nominee that is serving on the Purchaser Parent Board is set to expire; provided, that each Seller Nominee shall meet the requirements specified herein and be reasonably acceptable to the Governance Committee of Purchaser Parent (the “Governance Committee”). Purchaser Parent shall, as promptly as practicable, take all steps, execute all such documents and do all such acts and things necessary to have the Se
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • January 2nd, 2024 • Akumin Inc. • Services-medical laboratories • Tennessee
This Confidential Separation Agreement and General Release (“Agreement”), which shall for avoidance of doubt include any attachments hereto, is entered into by and between Akumin Inc. (the “Company”) and David Kretschmer (the “Employee”).
REGISTRATION RIGHTS AGREEMENT among AKUMIN INC. and THE PURCHASER NAMED ON SCHEDULE A HERETOAkumin Inc. • September 13th, 2021 • Services-medical laboratories • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of September 1, 2021 (this “Agreement”) is entered into by and among AKUMIN INC., an Ontario corporation (including such Person’s successors by merger, acquisition, reorganization or otherwise, the “Company”), and Stonepeak Magnet Holdings LP, a Delaware limited partnership (the “Purchaser”).
ContractAkumin Inc. • September 13th, 2021 • Services-medical laboratories • New York
AMENDMENT NO. 3 & WAIVER, dated as of September 11, 2021 (this “Amendment”), to that certain Revolving Credit Agreement, dated as of November 2, 2020 (as amended by Amendment No. 1 to such Revolving Credit Agreement, dated as of February 8, 2021, as further amended by Amendment No. 2 to such Revolving Credit Agreement, dated as of July 26, 2021, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, prior to the Amendment No. 3 Effective Date (as defined below), the “Existing Credit Agreement” and, as amended by this Amendment and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”), among Akumin Inc., an Ontario corporation (the “Borrower”), certain subsidiaries of the Borrower party thereto as guarantors (collectively, the “Guarantors” and, individually, each a “Guarantor”), the lenders from time to time party thereto (the “Lenders”) and BBVA USA
Riadh Zine December 12, 2023 Chairman and Chief Executive Officer Akumin Inc. 8300 W. Sunrise Boulevard Plantation, Florida 33322Akumin Inc. • January 2nd, 2024 • Services-medical laboratories
This letter is addendum 1 (“Addendum 1”) to the agreement between AlixPartners, LLP (“AlixPartners”) and the Company dated October 17, 2023 (the “Engagement Letter”). Unless otherwise modified herein, the terms and conditions of the Engagement Letter remain in full force and effect. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Engagement Letter.
AMENDMENT TO OFFER LETTERLetter • February 23rd, 2023 • Akumin Inc. • Services-medical laboratories
THIS AMENDMENT TO OFFER LETTER (this “Amendment”) is made effective as of February 16, 2023 (the “Amendment Effective Date”), by and among Akumin Inc. (the “Company”) and David Kretschmer (the “Employee”);
FOURTH AMENDMENT TO LOAN DOCUMENTSCredit Agreement • August 28th, 2020 • Akumin Inc. • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 15, 2018 among Akumin Inc., an Ontario corporation (“Holdings”), Akumin Corp., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BBVA (f/k/a Compass Bank d/b/a BBVA Compass), as Administrative Agent, Swing Line Lender and an L/C Issuer, and BBVA Securities Inc. as Lead Arranger (“BSI”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • February 7th, 2024 • Akumin Inc. • Services-medical laboratories • New York
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of February 6, 2024 (this “Agreement”), is entered into by and among Akumin Inc., a Delaware corporation (the “Company”), Stonepeak Magnet Holdings LP, a Delaware limited partnership (“Stonepeak”) and Continental Stock Transfer & Trust, a federally chartered trust company, as agent with respect to the Contingent Value Rights (the “CVR Agent”).
Akumin Enters into Settlement AgreementAkumin Enters Into Settlement Agreement • February 2nd, 2021 • Akumin Inc. • Services-medical laboratories
Plantation, FL – February 1, 2021 – Akumin Inc. (NASDAQ/TSX: AKU; the “Company”) has finalized a definitive settlement agreement resolving an investigation by the United States Department of Justice and the Office of the Inspector General of the Department of Health and Human Services (“OIG-HHS”) into whether the Company, operating through one or more of its subsidiaries or professional service affiliates in Delaware and/or Texas, sought reimbursement from the Federal Government for diagnostic imaging studies performed without the required level of supervision and/or evidence such supervision was performed. The investigation was initiated by a relator pursuant to a qui tam complaint and relates predominantly to activities of subsidiaries or professional services affiliates of the Company that occurred prior to the Company having acquired control of those entities.
TEMPORARY WAIVER AGREEMENTTemporary Waiver Agreement • October 5th, 2023 • Akumin Inc. • Services-medical laboratories
This TEMPORARY WAIVER AGREEMENT, dated as of September 29, 2023 (this “Agreement”), is between Akumin Operating Corp., a Delaware corporation (the “Issuer”) and Stonepeak Magnet Holdings LP (the “Holder”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto Series A Note (as defined below).
