EQUITY INTEREST PURCHASE AND REORGANIZATION AGREEMENT BY AND AMONG MARPAI, INC., MARPAI HEALTH, INC., THE NOTEHOLDERS AND STOCKHOLDERS OF MARPAI HEALTH, INC., CONTINENTAL BENEFITS, LLC, WELLENTERPRISES USA, LLC AND HILLCOUR, INC. DATED AS OF FEBRUARY...Equity Interest Purchase and Reorganization Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • Delaware
THIS EQUITY INTEREST PURCHASE AND REORGANIZATION AGREEMENT (this “Agreement”) is entered into as of February __, 2021 (the “Effective Date”) by and among Marpai, Inc., a Delaware corporation (“Buyer”), Marpai Health, Inc., a Delaware corporation (“Marpai”), the undersigned stockholders and the holders of convertible notes of Marpai (“Marpai Stockholders” and “Marpai Noteholders”, respectively, and collectively “Marpai Sellers”), Continental Benefits, LLC, a Florida limited liability company (the “Company”), and WellEnterprises USA, LLC, a Florida limited liability company (the “Company Seller” and collectively with the Marpai Sellers, the “Sellers”), and, solely for the purposes set forth in Section 13.15, HillCour, Inc., a Florida corporation (“Hillcour”). Buyer, Marpai, the Marpai Sellers, the Company, and the Company Seller are sometimes referred to collectively as the “Parties” and each as a “Party.”
ADDENDUM TO AMENDED AND RESTATED EQUITY INTEREST PURCHASE AND REORGANIZATION AGREEMENTEquity Interest Purchase and Reorganization Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
This Addendum, dated ______________, 2021 (“Addendum”) to that certain Amended and Restated Equity Interest Purchase and Reorganization Agreement, dated April 1, 2021 (the “Agreement”), is entered into by and between Marpai, Inc., a Delaware corporation, and (the “Buyer”), WellEnterrpises USA, LLC, a Florida limited liability (“Company Seller”), and is agreed to and ratified by the undersigned Original Noteholders (as defined in the Agreement).
