ASSURE HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2023 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • New York
The undersigned, Assure Holdings Corp., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Joseph Gunnar & Co., LLC is acting as representative (in such capacity, the “Representative”), (a) an aggregate of [__] shares of common stock (the “Firm Shares”), par value $0.001 per share, of the Company (the “Common Stock”) and (b) Common Stock purchase warrants (the “Firm Pre-Funded Warrants” and together with the Firm Shares, the “Firm Securities”) in the form filed as an exhibit to the Registration Statement to purchase up to an aggregate of [__] shares of Common Stock (the “Pre-Funded Warrant Shares”), which shall have an exercise price of $0.001 (subject to adjustment as provided in the Firm Pre-Funded Warrants). The Underwriters, severally and not jointly, agree to purchase from t
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2020 • Assure Holdings Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of · __, 2020, by and among Assure Holdings Corp., a Nevada corporation (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser” and, collectively, the “Purchasers”), and shall become effective as of the Closing (as defined in the Purchase Agreement, defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2021 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 27, 2021, by and among Assure Holdings Corp., a Nevada corporation (the “Company”), and purchaser identified on the signature page hereto (the “Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2023 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 30, 2022, by and among Assure Holdings Corp., a Nevada corporation (the “Company”), and each of NervePro LLC, a Colorado limited liability company (“NervePro”), Neuroprotect Neuromonitoring, LLC, a Colorado limited liability company (“Neuroprotect”), Neurotech Neuromonitoring, LLC, a Colorado limited liability company (“Neurotech”), and Nervefocus, LLC, a Colorado limited liability company (“Nervefocus,” and together with NervePro, Neuroprotect, and Neurotech, collectively, the “Purchaser”), and shall become effective as of the Closing Date (as defined below).
Form of Representative Warrant AgreementCommon Stock Purchase • May 10th, 2023 • Assure Holdings Corp. • Surgical & medical instruments & apparatus
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
PARTIAL WAIVER AND AMENDMENT AGREEMENTPartial Waiver and Amendment Agreement • April 12th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus
This Partial Waiver Agreement (the “Waiver”) by and between Assure Holdings Corp. (“Assure”), Assure Acquisition Corp. (“Merger Sub”) and Danam Health, Inc. (“Danam”) is dated and effective as of this 8th day of April 2024. Each of Assure, Merger Sub and Danam are a “Party,” and collectively, the “Parties.”
June 22, 2023Assure Holdings Corp. • June 29th, 2023 • Surgical & medical instruments & apparatus
By means of this Letter of Intent (this “LOI”), Assure Holdings Corp. (“AHC”), on behalf of its to be formed subsidiary (“Purchaser”) wishes to express its interest to purchase the assets (the “Transaction”) of Innovation Neuromonitoring LLC, (“Innovation”). Innovation and Purchaser may each be referred to herein as, a “Party” and collectively as, the “Parties” to this LOI.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2021 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 15, 2021, by and among Assure Holdings Corp., a Nevada corporation (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser” and, collectively, the “Purchasers”), and shall become effective as of the Closing (as defined in the Purchase Agreement, defined below).
NOMINEE AGREEMENTNominee Agreement • April 1st, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Delaware
This Nominee Agreement (this “Agreement”) is made and entered into as of March 26, 2024 (the “Effective Date”), by and between Assure Neuromonitoring, LLC, a Colorado limited liability company (“Assure Neuromonitoring”), Assure Telehealth Providers, LLC, a Colorado limited liability company (“Assure Telehealth” and together with Assure Neuromonitoring, “Nominees” and each, a “Nominee”), and National Neuromonitoring Services, LLC, a Texas limited liability company (“Beneficial Owner”). Nominees and the Beneficial Owner may be referred to individually as “Party” or collectively as “Parties” to this Agreement.
GUARANTY AGREEMENTGuaranty Agreement • December 30th, 2020 • Assure Holdings Corp. • Colorado
THIS GUARANTY AGREEMENT (this "Guaranty") is made as of the 12th day of August, 2020, by those certain undersigned parties, along with each party from time to time made a party hereto (collectively, "Guarantors") and CENTRAL BANK & TRUST, part of Farmers & Stockmens Bank ("Lender").
AGREEMENT AND PLAN OF MERGER BY AND AMONG Assure holdings corp., ASSURE ACQUISITION CORP. AND DANAM HEALTH, INC. DATED AS OF FEBRUARY 12, 2024Agreement and Plan of Merger • February 12th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 12, 2024, is made by and among Assure Holdings Corp., a Nevada corporation (“Acquirer”), Assure Acquisition Corp., a Delaware corporation and wholly owned direct Subsidiary of Acquirer (“Merger Sub”), and Danam Health, Inc., a Delaware corporation (the “Company”). Each of Acquirer, Merger Sub and the Company may be referred to herein as a “Party” and collectively as the “Parties”.
ASSET PURCHASE AGREEMENT by and among National Neuromonitoring Services, LLC, (Purchaser) ASSURE NEUROMONITORING, LLC, ASSURE NETWORKS, LLC, ASSURE NETWORKS TEXAS HOLDINGS, LLC, and ASSURE NETWORKS TEXAS HOLDINGS II, LLC (Sellers) and ASSURE HOLDINGS...Asset Purchase Agreement • March 15th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2024, by and among National Neuromonitoring Services, LLC, a Texas limited liability company (“Purchaser”), Assure Neuromonitoring, LLC, a Colorado limited liability company (“Assure Neuromonitoring”) Assure Networks, LLC, a Colorado limited liability company (“Assure Networks”), Assure Networks Texas Holdings, LLC, a Texas limited liability company (“Assure Networks Texas Holdings”), and Assure Networks Texas Holdings II, LLC, a Colorado limited liability company (“Assure Networks Texas Holdings II” and together with Assure Neuromonitoring, Assure Networks and Assure Networks Texas Holdings, collectively, the “Sellers”), and Assure Holdings Corp., a Nevada corporation (“Parent”).
THIS AGREEMENT made as of the 9 day of June, 2021 by Assure Holding Corporation (the "Borrower"), and Assure Holding Inc., Assure Neuromonitoring, LLC, Assure Networks, LLC, Assure Neuromonitoring Colorado, LLC, Assure Neuromonitoring Louisiana, LLC,...Agreement • June 16th, 2021 • Assure Holdings Corp. • Surgical & medical instruments & apparatus
NONCOMPETITION AGREEMENTNoncompetition Agreement • April 1st, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Delaware
THIS NONCOMPETITION AGREEMENT (this “Agreement”) is made and entered into as of March 26, 2024 (the “Effective Date”), by and among Assure Neuromonitoring, LLC, a Colorado limited liability (“Assure Neuromonitoring”), Assure Networks, LLC, a Colorado limited liability company (“Assure Networks”), Assure Networks Texas Holdings, LLC, a Texas limited liability company (“Assure Networks Texas Holdings” and together with Assure Neuromonitoring, Assure Networks and Assure Networks Texas Holdings, collectively, the “Sellers”), Assure Holdings Corp., a Nevada corporation (“Parent”), and National Neuromonitoring Services, LLC, a Texas limited liability company (“Purchaser”).
November 23rd, 2021 Assure Holdings Corp.Assure Holdings Corp. • December 1st, 2021 • Surgical & medical instruments & apparatus
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 6th, 2023 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Colorado
Assure Holdings Corp., a Delaware corporation (“Purchaser”), and each of NervePro LLC, a Colorado limited liability company (“NervePro”), Neuroprotect Neuromonitoring, LLC, a Colorado limited liability company (“Neuroprotect”), Neurotech Neuromonitoring, LLC, a Colorado limited liability company (“Neurotech”), and Nervefocus, LLC, a Colorado limited liability company (“Nervefocus,” and together with NervePro, Neuroprotect, and Neurotech, the “Sellers,” and each, a “Seller”) have entered into this Asset Purchase Agreement (this “Agreement”), dated December 30, 2022 (the “Effective Date”).
EXCHANGE AGREEMENTExchange Agreement • April 12th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Colorado
WHEREAS, prior to the date hereof, pursuant to that certain Debenture Agreement, dated as of June 9, 2021, by and between the Company and the investors party thereto (as amended, the “Debenture Agreement”), the Company issued to such investors certain notes (the “Notes”).
Convertible NoteConvertible Note • April 12th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Nevada
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, DIRECTLY OR INDIRECTLY, EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER AND ITS TRANSFER AGENT THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CENTURION FINANCIAL TRUSTAssure Holdings Corp. • June 16th, 2021 • Surgical & medical instruments & apparatus • Ontario
(a)For value received, ASSURE HOLDINGS CORPORATION (the “Corporation”) having its head office at 4600 South Ulster Street, Suite 1225, Denver, Colorado 80237, shall pay to the order of CENTURION FINANCIAL TRUST, as lender, agent and nominee for the lenders who advance funds drawn pursuant to the Commitment Letter (being the letter of March 8, 2021 issued by the Lender to the Corporation, the “Commitment Letter”) and this Debenture (as agreed and allocated among them as they shall agree from time to time) (collectively the “Lender”) the amount of ELEVEN MILLION DOLLARS ($11,000,000) (the “Commitment”), or the aggregate principal amount drawn and outstanding from time to time pursuant to this Debenture, plus all accrued interest thereon in accordance with this Debenture on the Maturity Date, or such earlier date as the Obligations shall become due and payable hereunder, at the office of the Lender at 25 Sheppard Avenue West, Suite 1800, Toronto, ON M2N 6S6 or such other place as the Lend
Assure Holdings Secures Agreement with Premier, a Leading Group Purchasing Organization Agreement will expand Assure’s footprint by offering intraoperative neuromonitoring to Premier membersAssure Holdings Corp. • September 8th, 2021 • Surgical & medical instruments & apparatus
DENVER, September 8, 2021 (GLOBE NEWSWIRE) -- Assure Holdings Corp. (the “Company” or “Assure”) (TSXV: IOM; OTCQB: ARHH; OTCQB: ARHHD*), a provider of intraoperative neuromonitoring services (“IONM”), is pleased to announce that it has received a systemwide contract with Premier Inc. (“Premier”), a market-leading group purchasing organization (“GPO”). Effective November 1, 2021, the contract will enable Premier members, at their discretion, to take advantage of pricing and terms pre-negotiated by Premier for Assure’s Joint Commission accredited IONM services. Premier is a leading healthcare improvement company, uniting an alliance of approximately 4,400 U.S. hospitals and 225,000 other providers to transform healthcare. With integrated data and analytics, collaboratives, supply chain solutions, consulting and other services, Premier enables better care and outcomes at a lower cost.
STOCK GRANT AGREEMENT November 8, 2016Stock Grant Agreement • December 30th, 2020 • Assure Holdings Corp. • Colorado
THIS STOCK GRANT AGREEMENT (the “Grant Agreement”) is made and entered into by and between Assure Holdings. Inc., a Colorado corporation (the “Company”), and the following individual:
LOAN AGREEMENT Dated as of August 12, 2020 between ASSURE HOLDINGS CORP., a Nevada corporation, as Borrower and CENTRAL BANK & TRUST, part of Farmers & Stockmens Bank as LenderLoan Agreement • December 30th, 2020 • Assure Holdings Corp. • Colorado
This LOAN AGREEMENT (this "Agreement") is entered into as of August 12, 2020, by and between ASSURE HOLDINGS CORP., a Nevada corporation, ("Borrower"), and CENTRAL BANK & TRUST, part of Farmers & Stockmens Bank ("Lender").
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • December 30th, 2020 • Assure Holdings Corp.
Pursuant to the Incentive Stock Grant Agreement dated as of _____________ (the “Incentive Stock Grant Agreement”), between the Grantee named above (the “Grantee”) and Assure Holdings Corp., a Colorado corporation (the “Company”), the Company hereby issues to the Grantee this Restricted Stock Award (an “Award”). Upon acceptance of this Award, the Grantee shall receive the number of the Company’s common stock (the “Shares”) specified above, subject to the restrictions and conditions set forth herein. The Company acknowledges the receipt from the Grantee of consideration with respect to the Fair Market Value of the Shares in the form of past and future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Colorado
This Employment Agreement (the “Agreement”) is made and entered into as of December 27, 2023, by and between John Farlinger (“Employee”) and Assure Holdings Corp., a Nevada corporation (the “Company” or “Employer”).
Form of Lock-Up Agreement LOCK-UP AGREEMENTAssure Holdings Corp. • May 2nd, 2023 • Surgical & medical instruments & apparatus
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 30th, 2020 • Assure Holdings Corp. • Colorado
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on October 22, 2018 by and between Assure Holdings Corp., a Colorado corporation (the “Company”), and Trent Carman, a resident of Colorado (the “Executive”).
EMPLOYMENT CONTRACTEmployment Contract • December 30th, 2020 • Assure Holdings Corp. • Colorado
This Employment Contract (this "Contract") is made effective as of November 7, 2016, by and between Assure Holdings, Inc. of 10233 S Parker Road, STE 105, Parker, Colorado, 80134 and Preston Parsons of 9900 Sara Gulch Circle, Parker, Colorado, 80138.
Employment AgreementEmployment Agreement • December 30th, 2020 • Assure Holdings Corp. • Colorado
This Employment Agreement (this “Agreement”) is made and entered into as of June 1, 2018, by and between John Farlinger, an individual citizen of Canada (the “Employee”), and Assure Holdings Corp., a Nevada Corporation (the “Company”).
EXCHANGE AGREEMENTExchange Agreement • March 19th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Colorado
WHEREAS, prior to the date hereof, pursuant to that certain Subscription Agreement, dated as of May 11, 2020, by and between the Company and the investors party thereto (as amended, the “Securities Purchase Agreement”), the Company issued to such investors certain convertible notes (the “Notes”).
SUBSCRIPTION AGREEMENT ASSURE HOLDINGS CORP.Subscription Agreement • April 12th, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Nevada
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of April 8, 2024 is made by and between Assure Holdings Corp., a Nevada corporation (the “Company”), and Innovation Neuormonitoring LLC (the “Subscriber”).
and CENTURION FINANCIAL TRUST as lender and as agent and nominee for certain lenders pursuant to the Debenture as defined below (the, “Secured Party”)Assure Holdings Corp. • June 16th, 2021 • Surgical & medical instruments & apparatus
Assure Neuromonitoring Louisiana, LLC Assure Neuromonitoring Michigan, LLC Assure Neuromonitoring Pennsylvania, LLC Assure Neuromonitoring Texas, LLC
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 25th, 2022 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Colorado
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 18, 2022, by and among Assure Holdings Corp., a Nevada corporation (the “Company”), and purchaser identified on the signature page hereto (the “Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5.
STOCK GRANT AGREEMENT November 8, 2016Stock Grant Agreement • December 30th, 2020 • Assure Holdings Corp. • Colorado
THIS STOCK GRANT AGREEMENT (the “Grant Agreement”) is made arid entered into by and between Assure Holdings, Inc., a Colorado corporation (the “Company”), and the following individual:
NOMINEE AGREEMENTNominee Agreement • August 8th, 2023 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Colorado
This Nominee Agreement (this “Agreement”) is effective as of August 2, 2023 (the “Effective Date”) by and between Innovation Neuromonitoring LLC (“Nominee”), and Assure Networks Texas Holdings II, LLC (“Beneficial Owner”). Nominee and the Beneficial Owner may be referred to individually as “Party” or collectively as “Parties” to this Agreement.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • June 16th, 2021 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Ontario
Full Name: Assure Holdings Corporation Jurisdiction of Incorporation or Formation: Nevada Registered Office: 3773 Howard Hughs Parkway Suite 500S Las Vegas, NV 89169 Chief Executive Office: 4600 S. Ulster St., Ste. 1225, Denver, CO 80237 Places of Business: 3773 Howard Hughs Parkway Suite 500S Las Vegas, NV 89169and4600 S. Ulster St., Ste. 1225, Denver, CO 80237 Locations of Records: 4600 S. Ulster St., Ste. 1225, Denver, CO 80237
