Exhibit








AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
AMONG
NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C.,  
as Buyer,
and 
NOBILIS HEALTH CORP. 
and
HAMILTON PHYSICIAN SERVICES, LLC, 
CARLOS R. HAMILTON III, M.D., P.A. 

each as a Seller,
and
CARLOS R. HAMILTON III, M.D. 
as Owner


DATED 
March 8, 2017






3774916.5



TABLE OF CONTENTS









	
				
	ARTICLE I
	PURCHASE AND SALE OF ASSETS
	1
	


	Section 1.1
	Purchase and Sale; Post-Closing Adjustment; Closing
	1
	


	Section 1.2
	Excluded Assets
	4
	


	Section 1.3
	Assumed Liabilities
	6
	


	Section 1.4
	Retained Liabilities
	6
	


	Section 1.5
	Closing
	7
	


	Section 1.6
	Closing Deliveries.
	7
	


	Section 1.7
	Allocation of Purchase Price
	8
	


	ARTICLE II
	REPRESENTATIONS OF SELLERS
	9
	


	Section 2.1
	Existence, Authority and Binding Obligation
	9
	


	Section 2.2
	Organization; Subsidiaries
	9
	


	Section 2.3
	No Conflict
	9
	


	Section 2.4
	Title, Sufficiency and Condition of Assets
	10
	


	Section 2.5
	Financial Statements
	10
	


	Section 2.6
	Liabilities
	11
	


	Section 2.7
	Legal Compliance
	11
	


	Section 2.8
	Taxes
	11
	


	Section 2.9
	Intellectual Property
	12
	


	Section 2.10
	Agreements
	13
	


	Section 2.11
	Legal Proceedings
	13
	


	Section 2.12
	Medicare Participation and Reimbursement.
	13
	


	Section 2.13
	Compliance
	14
	


	Section 2.14
	Clinical Staff Matters
	14
	


	Section 2.15
	Employment Matters
	14
	


	Section 2.16
	Inventory
	15
	


	Section 2.17
	Certain Books and Records
	15
	


	Section 2.18
	Investment Experience
	15
	


	Section 2.19
	No SEC Review
	15
	


	Section 2.20
	Purchase For Own Account
	15
	


	Section 2.21
	Rule 144
	15
	


	Section 2.22
	Unregistered Registration Shares
	16
	


	Section 2.23
	No Public Offering
	16
	


	ARTICLE III
	REPRESENTATIONS OF BUYER AND NHC
	16
	


	Section 3.1
	General
	16
	


	ARTICLE IV
	OTHER COVENANTS OF THE PARTIES
	17
	


	Section 4.1
	Conduct of Business Prior to Closing
	17
	


	Section 4.2
	Access to Books, Records and Personnel
	17
	


	Section 4.3
	Tax Matters
	18
	


	Section 4.4
	Further Assurances
	18
	


	Section 4.5
	Sellers’ Employees
	18
	


	Section 4.6
	Covenant Not to Compete
	19
	


	Section 4.7
	Confidentiality
	20
	


	Section 4.8
	Mail
	21
	







	
			
	 
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3774916.5


TABLE OF CONTENTS
(continued)
Page





	
				
	Section 4.9
	Third Party Consents
	21
	


	Section 4.10
	Insurance
	21
	


	Section 4.11
	Financial Statements
	21
	


	Section 4.12
	Sellers' Indebtedness
	22
	


	Section 4.13
	Cooperation after Closing
	22
	


	Section 4.14
	Transition Period
	22
	


	Section 4.15
	Release of Sellers and Owner
	22
	


	ARTICLE V
	CONDITIONS TO CLOSING
	24
	


	Section 5.1
	Conditions to Obligations of the Parties
	23
	


	Section 5.2
	Conditions to Obligations of Sellers and Owner
	23
	


	Section 5.3
	Conditions to Obligations of Buyer and NHC
	23
	


	ARTICLE VI
	PURCHASE PRICE HOLDBACK CASH
	24
	


	Section 6.1
	Holdback Cash
	24
	


	Section 6.2
	Distribution of Holdback Cash
	24
	


	ARTICLE VII
	INDEMNIFICATION
	24
	


	Section 7.1
	Loss and Indemnitees Defined
	24
	


	Section 7.2
	Indemnification by Sellers
	24
	


	Section 7.3
	Indemnification by Buyer and NHC
	25
	


	Section 7.4
	Procedures for Indemnification.
	25
	


	Section 7.5
	Survival of Limitation
	26
	


	Section 7.6
	Limitations on Indemnification and Payment of Damages.
	27
	


	Section 7.7
	Characterization of Indemnification Payments
	27
	


	Section 7.8
	Express Negligence Rule
	27
	


	ARTICLE VIII
	TERMINATION
	28
	


	Section 8.1
	Termination
	28
	


	Section 8.2
	Effect of Termination
	28
	


	ARTICLE IX
	GENERAL PROVISIONS
	28
	


	Section 9.1
	Expenses
	28
	


	Section 9.2
	Notices
	29
	


	Section 9.3
	Severability
	29
	


	Section 9.4
	Entire Agreement
	29
	


	Section 9.5
	Assignment
	29
	


	Section 9.6
	No Third-Party Beneficiaries
	30
	


	Section 9.7
	Amendment; Waiver
	30
	


	Section 9.8
	Governing Law
	30
	


	Section 9.9
	Dispute Resolution
	30
	


	Section 9.10
	Counterparts
	30
	


	Section 9.11
	Press Releases
	30
	









	
			
	 
	ii
	 






3774916.5












	
			
	EXHIBITS:
	 
	 

	 
	 
	 

	Exhibit A
	-
	Form of Convertible Note

	Exhibit B
	-
	Form of Bill of Sale, Assignment and Assumption

	Exhibit C
	-
	Form of Physician Employment Agreement and Medical Director Agreement

	Exhibit D
	-
	Form of IP License – Intentionally Omitted

	Exhibit E-1
	-
	Form of Sellers’ Closing Certificate

	Exhibit E-2
	-
	Form of Owner’s Closing Certificate

	Exhibit F
Exhibit G
	-
	Form of Buyer’s Closing Certificate
Transition Services Agreement

	

SCHEDULES:
	 
	 

	Schedule 1.1(a)
	-
	Purchased Assets/Contracts

	Schedule 1.1(b)
	-
	Accounts Receivable

	Schedule 1.2(c)
	-
	Excluded Assets – Contracts

	Schedule 1.2(d)
	-
	Excluded Assets – Other Assets

	Schedule 1.3(a)
	-
	Assumed Accounts Payable

	Schedule 1.3(c)
	-
	Equipment Indebtedness

	Schedule 1.3(e)
	-
	Clinic Leases

	Schedule 1.3(f)
Schedule 1.4
	-
	Other Assumed Liabilities
Retained Liabilities

	Schedule 2.3
	-
	No Conflicts, Consents, etc.

	Schedule 2.4
	-
	Title, Sufficiency and Condition of Assets

	Schedule 2.5
	-
	Financial Statements

	Schedule 2.7
	-
	Permits

	Schedule 2.9
	-
	Excluded IP Assets

	Schedule 2.10(b)
	-
	Health Care Professional Agreements

	Schedule 2.10(c)
	-
	Related Party Agreements

	Schedule 2.10(d)
	-
	Lease Payments

	Schedule 2.11
	-
	Sellers’ Legal Proceedings

	Schedule 2.12(a)
	-
	NPIs/Provider Numbers

	Schedule 2.12(b)
	-
	Billing Practices

	Schedule 2.14
	-
	Clinical Staff

	Schedule 3.1(b)
	-
	Buyer Consents

	Schedule 4.5
	-
	Transferred Employees

	Schedule 4.6
	-
	Exceptions to Non-Compete






[Remainder of Page Intentionally Left Blank]




	
			
	 
	iii
	 






3774916.5








INDEX OF DEFINED TERMS
	
		
	Defined Term
	Section

	Accounts Receivable
	1.1(b)

	Affiliate
	2.10(c)

	Agreement
	Preamble

	Applicable Laws
	1.2(b)

	AP
	1.3(a)

	AR
	1.1(b)

	Assumed Liabilities
	1.3

	Business
	Recitals

	Buyer
	Preamble

	Buyer Indemnitees
	7.1(b)

	Clinic Leases
	1.3(e)

	Closing
	1.5

	Closing Cash
	1.1(a)(i)

	Closing Date
	1.5(a)

	Closing Working Capital
	1.1(d)(i)(1)

	Closing Working Capital Statement
	1.1(ii)(3)

	Code
	1.7(a)

	Converted Financial Statements
	4.11

	Current Assets
	1.1(d)(i)(2)

	Current Liabilities
	1.1(d)(i)(3)

	Disputed Amounts
	1.1(ii)(d)(7)

	Effective Date
	Preamble

	Equipment Indebtedness
	1.3(c)

	ERISA
	1.2(a)

	Estimated Closing Working Capital
	1.1(ii)(1)

	Estimated Closing Working Capital Statement
	1.1(ii)(1)

	Excluded Assets
	1.2

	Financial Statements
	2.5(a)(ii)

	Fundamental Representations
	7.5(a)(ii)

	GAAP
	1.1(d)(i)(4)

	Government Programs
	1.2(g)

	Governmental Authority
	1.2(b)

	Health Care Professional Agreements
	2.10(b)

	Holdback Cash
	1.1(a)(iii)

	HPS
	Preamble

	Independent Accountant
	1.1(d)(ii)(7)

	Indemnified Party
	7.4(a)

	Indemnifying Party
	7.4(a)

	Intellectual Property
	2.9(a)






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3774916.5







	
		
	Interim Financial Statements
	2.5(a)(ii)

	Inventory and Inventories
	2.16

	Loss
	7.1(a)

	NHC
	Preamble

	NPIs
	1.2(g)

	Non-Transferred Purchased Asset
	4.9

	Note
	1.1(a)(ii)

	Owner
	Preamble

	Parties
	Preamble

	Party
	Preamble

	PA
	Preamble

	Payoff Amount
	4.12

	Payoff Letters
	4.12

	Permits
	1.2(b)

	Permitted Encumbrances
	2.4

	Physician Employment & Medical Director Agreement
	1.6(a)(ii)

	Plans
	1.2(a)

	Post-Closing Adjustment
	1.1(ii)(4)

	Program Agreements
	2.12(a)

	PTO
	4.5(b)

	Purchase Price
	1.1(a)

	Purchased Assets
	1.1(a)

	Resolution Period
	1.1(ii)(6)

	Restricted Period
	4.6

	Restricted Territory
	4.6

	Retained Liabilities
	1.4(b)

	Review Period
	1.1(ii)(5)

	SEC
	2.19

	Securities Act
	2.19

	Seller(s)
	Preamble

	Seller Indemnitees
	7.1(c)

	Seller Insurance
	4.10

	Sellers’ Knowledge
	2.6

	Statement of Objections
	1.1(ii)(6)

	Tax Returns
	1.7(b)

	Taxes
	1.3(d)

	Third Party Claim
	7.4(a)

	Trade Secrets
	2.9(a)(iv)

	Transaction Documents
	2.1(a)

	Transactions
	2.1(a)

	Transferred Employees
	4.5(a)

	Transferred IP Assets
	2.9(a)

	Unaudited Financial Statements
	2.5(a)(i)






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3774916.5







	
		
	Undisputed Amounts
	1.1(d)(ii)(7)






[Remainder of Page Intentionally Left Blank]




-vi-
3774916.5








AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
This Amended and Restated Asset Purchase Agreement (this “Agreement”) is dated March 8, 2017 (the “Effective Date”), among Northstar Healthcare Acquisitions, L.L.C., a Delaware limited liability company (“Buyer”), Nobilis Health Corp., a British Columbia corporation (“NHC”), Hamilton Physician Services, LLC, a Texas limited liability company (“HPS”), Carlos R. Hamilton, III, M.D., P.A. a Texas Professional Association (“PA”) (HPS and PA are each a “Seller” and collectively “Sellers”), and Carlos R. Hamilton III, M.D, a resident of the State of Texas (“Owner”). Buyer, NHC, Sellers and Owner are referred to collectively as the “Parties” and each individually as a “Party.”
A.    Buyer, NHC, Sellers and Owner entered into that certain Asset Purchase Agreement, dated January 6, 2017 (the “Original Agreement”), pursuant to which Sellers agreed to sell to Buyer, and Buyer agreed to purchase from Sellers, substantially all of the assets of the vascular medical practice owned and operated by Sellers.
B.    Buyer, NHC, Sellers and Owner desire to amend and restated the Original Agreement, upon the terms and conditions of this Agreement, which supersedes and replaces the Original Agreement in its entirety.
C.    Sellers collectively own and operate an independent, vascular medical practice focused on the diagnosis and treatment of venous disease with eight (8) clinic locations located in the Houston, Austin, and San Antonio, Texas at which medical practitioners treat patients with venous diseases and provide certain other vascular services (the “Business”).
D.    Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, substantially all of the assets, and certain specified liabilities, of the Business.
E.    Owner owns all of the limited liability company interests in HPS and all of the stock of PA.   
In consideration of the mutual covenants and agreements in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I 
 
PURCHASE AND SALE OF ASSETS
Section 1.1    Purchase and Sale; Post-Closing Adjustment; Closing.
(a)    At the Closing, Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, all of Sellers’ right, title and interest in all of the assets of Sellers listed or described on Schedule 1.1(a), including the Accounts Receivable but excluding the Excluded Assets (collectively, the “Purchased Assets”), free and clear of all encumbrances, for a purchase price to be paid at the Closing equal to Thirteen Million Three Hundred Twenty Thousand Six Hundred Forty-Five Dollars and Fifty-Two Cents ($13,320,645.52) (the “Purchase Price”), consisting of the following:


3774916.5







(i)    Seven Million Eight Hundred Twenty Thousand Six Hundred Forty-Five Dollars and Fifty-Two Cents ($7,820,645.52) in cash delivered at Closing (the “Closing Cash”); 
(ii)    a convertible note, substantially in the form attached hereto as Exhibit A, in the principal amount of Five Million Dollars ($5,000,000) executed by Buyer and NHC in favor of Owner (the “Note”); and
(iii)    Five Hundred Thousand Dollars ($500,000) as a holdback to the cash portion of the Purchase Price (the “Holdback Cash”) which shall be distributed in accordance with Article VI.
(b)    For the purposes of this Agreement, “Accounts Receivable” means all accounts receivable and other rights to payment from patients and customers of Sellers, but excluding Government Programs, with respect to goods sold and services provided within the 90-day period immediately preceding the Closing (the “AR”), set forth on Schedule 1.1(b). 
(c)    Notwithstanding the foregoing, between the Effective Date and Closing Sellers shall permit Buyer, during normal business hours and with advance notice, to reasonably inspect and take a physical inventory of the Purchased Assets to verify the accuracy and completeness of Schedule 1.1(a). 
(d)    Working Capital Matters.
(i)    Definitions: For purposes of this Article I: 
(1)    “Closing Working Capital” means (a) the Current Assets of the Sellers, less (b) the Current Liabilities of the Sellers, determined as of the close of business on the Closing Date.
(2)     “Current Assets” means cash and cash equivalents, accounts receivable, inventory and prepaid expenses, but excluding (a) the portion of any prepaid expense of which Buyer will not receive the benefit following the Closing; and (b) deferred tax assets.
(3)     “Current Liabilities” means accounts payable, accrued Taxes and accrued expenses. 
(4)     “GAAP” means United States generally accepted accounting principles. 
(ii)    Post-Closing Adjustment. 




 


(1)    At least three (3) business days before the Closing, the Sellers shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Sellers as of the Closing Date (without giving effect to the transactions 




2
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contemplated herein) and a calculation of Estimated Closing Working Capital calculated in accordance with GAAP (the “Estimated Closing Working Capital Statement”).
(2)    Within thirty (30) days after the Closing Date, Sellers shall deliver to Buyer the Converted Financial Statements in accordance with Section 4.11 (“the Converted Financials Date”).
(3)    Within sixty (60) days after the Converted Financials Date, Buyer shall prepare and deliver to Sellers a statement setting forth Buyer’s calculation of Closing Working Capital, which statement shall contain an opening balance sheet of the Sellers as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of Closing Working Capital calculated in accordance with GAAP (the “Closing Working Capital Statement”).
 
(4)    The post-closing adjustment shall be an amount equal to the Closing Working Capital set forth on the Closing Working Capital Statement minus the Estimated Closing Working Capital (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, Buyer shall pay to Sellers an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Sellers shall pay to Buyer an amount equal to the Post-Closing Adjustment. 
 
(5)    After receipt of the Closing Working Capital Statement, Sellers shall have thirty (30) days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Sellers and Sellers' accountants shall have full access to the personnel of, and work papers prepared by, Buyer and/or Buyer's accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer's possession) relating to the Closing Working Capital Statement as Sellers may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below); provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer.
 
(6)    On or prior to the last day of the Review Period, Sellers may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Sellers’ disagreement therewith (the “Statement of Objections”). If Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers. If Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellers, shall be final and binding.
 




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(7)    Resolution of Disputes. If Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of  Weaver L.L.P. or, if Weaver L.L.P. is unable to serve, Buyer and Sellers shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Sellers’ accountants or Buyer's accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be, and the Closing Working Capital Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively.
 
 
(8)    Any fees and expenses of the Independent Accountant shall be paid by Sellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Sellers and Buyer.
 
(9)    The Independent Accountants shall make a determination as soon as practicable within thirty (30) days (or such other time as the Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the Parties hereto.
 
(10)    Except as otherwise provided herein, any payment of the Post-Closing Adjustment, shall (a) be due (x) within five (5) business days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) business days of the resolution described above; and (b) be paid by wire transfer of immediately available funds to such account as is directed by Sellers, or by way of setoff against the Holdback Cash by Buyer, as the case may be.  
(11)    Any payments made pursuant to this Section 1.1(d)(ii) shall be treated as an adjustment to the Purchase Price by the Parties for tax purposes, unless otherwise required by law.
Section 1.2    Excluded Assets.  The Purchased Assets do not include the following assets of Sellers (collectively, the “Excluded Assets”):
(a)    all ownership and other rights with respect to any Plans including, without limitation, all assets and contracts of or relating to any Plans, except as set forth in Sections 1.3(b).  With respect to Sellers, the term “Plans” means all employee welfare benefit plans within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and rulings issued thereunder (“ERISA”), all employee pension benefit plans 




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within the meaning of Section 3(2) of ERISA, all employee stock option or stock purchase plans, bonus or incentive plans or programs, severance pay plans, policies, practices or agreements, fringe benefits, and employment agreements;
(b)    any franchises, authorizations, licenses, permits, variances, consents, registrations, accreditations, certifications, certificates of need, enrollments, qualifications, operating authority, concessions, exemptions, approvals, orders, grants or permissions issued by, or otherwise granted from Governmental Authorities (collectively, “Permits”) necessary to own, lease and operate the Sellers’ properties and to carry on their businesses as they are now being conducted that by its terms is not transferable to Buyer.  The term “Governmental Authority” means any domestic, foreign or multi-national federal, state, provincial, regional, municipal or local governmental or administrative authority, including any court, tribunal, agency, bureau, committee, board, regulatory body, administration, commission or instrumentality constituted or appointed by any such authority, and shall include any agency, branch or other governmental body charged with the responsibility and/or vested with the authority to administer and/or enforce any applicable laws, statutes, orders, ordinances, rules, regulations, policies, or guidelines (collectively, “Applicable Laws”), including but not limited to the Centers for Medicare and Medicaid Services, The Food and Drug Administration, the United States Department of Health and Human Services Office of Inspector General, and any Medicare or Medicaid contractors, auditors, intermediaries or carriers;
(c)    all claims and rights under the contracts set forth on Schedule 1.2(c);
(d)    the assets set forth on Schedule 1.2(d);
(e)    the corporate seals, organizational documents, minute books, and Tax Returns (defined in Section 1.7), or other records having to do with the corporate organization of Sellers; 
(f)    any equity interests in any Seller;
(g)    all national provider identifiers (“NPIs”), all Medicare, Medicaid, TRICARE, Department of Labor and other governmental payor program (collectively, the “Government Programs”) provider numbers and related provider agreements;
(h)    all personnel records and other records that a Seller is required by Applicable Laws to retain in its possession, subject to Buyer’s right to receive copies thereof to the extent permitted by Applicable Laws;
(i)    right to settlements and retroactive adjustments, if any, for reporting periods ending on or prior to the Closing Date, whether open or closed, arising from or against the United States government under the Government Programs and against any third party payor programs which settle upon a basis other than on individual claims basis; 
(j)    Sellers’ rights under the Transaction Documents; and




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(k)    Except as otherwise set forth in the Transition Services Agreement (as further described under Section 4.14), all accounts receivables and other rights to payment from Government Programs with respect to goods sold and services provided by Sellers prior to the Closing Date.




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Section 1.1    Assumed Liabilities.  Buyer agrees to assume and perform when due only the following liabilities of Sellers, as applicable (the “Assumed Liabilities”):
(a)    trade accounts payable incurred in the ordinary course of business of Sellers through the Closing that are not delinquent (i.e., consistent with historical payment of such accounts), as set forth on Schedule 1.3(a) (the “AP”).  Seller hereby agrees that for the purposes of this Section 1.3(a), AP specifically excludes Sellers’ or Owner’s personal expenses.  Buyer will not assume such personal expenses and other expenses not incurred in the ordinary course of Sellers’ business;
(b)    the non-debt liabilities arising out of the ownership and operation of the Purchased Assets or the Business after the Closing;
(c)    all remaining payment obligations under capital leases and other equipment-related indebtedness and obligations for equipment included in the Purchased Assets or constituting Non-Transferred Purchased Assets (collectively, “Equipment Indebtedness”), set forth on Schedule 1.3(c), and all other liabilities arising after the Closing with respect to Equipment Indebtedness;
(d)    all liabilities with respect to any federal, provincial, state, local or foreign tax or other assessment (“Taxes”) related to the Purchased Assets incurred for any period on or after the Closing;
(e)    all “Clinic Leases” which, for purposes of this Agreement, shall mean those real property leases set forth on Schedule1.3(e); and
(f)    Those liabilities listed on Schedule 1.3(f). 
Section 1.2    Retained Liabilities.
(a)    Sellers shall retain responsibility for performing when due, and Buyer shall not assume or have any responsibility for, all liabilities of Sellers related to the Business and the Purchased Assets other than the Assumed Liabilities, including (i) the ownership and operation of the Business and the Purchased Assets prior to the Closing; (ii) the Excluded Assets; (iii) the termination of any employees of Sellers who are not Transferred Employees; (iv) Transferred Employees who do not report for work with Buyer upon the Closing; (v) certain indebtedness of the Sellers set forth on Schedule 1.4; (vi) any refund, recoupment, and any penalty obligations for services rendered and billed by the Business or its employees prior to Closing, regardless of when such obligations are discovered or due; and (vii) any liability relating to or arising out of any employment action or practice in connection with Seller’s employment or termination of employment of any persons currently or formerly employed or seeking to be employed by the Sellers, including liabilities based upon breach of employment contract, employment discrimination, wrongful termination, wage and hour compliance (including, without limitation, employee classification, overtime and minimum wage obligations), independent contractor classification, health and safety requirements, immigration and/or worker authorization requirements, disability 




7
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accommodation and leave laws, workers’ compensation, constructive termination, failure to give reasonable notice or pay in lieu of notice, severance or termination pay or the Consolidated Omnibus Budget Reconciliation Act, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Worker Adjustment Retraining Notification Act of 1988, as amended, the Fair Labor Standards Act, as amended, or the National Labor Relations Act, as amended, or any equivalent state, municipal, county, local, foreign or other Applicable Law.  Notwithstanding anything to the contrary contained herein, any amounts that come due pursuant to this Section 1.4(a)(vi) or related to the liabilities listed on Schedule 2.12(b), if any, shall be offset as set forth in Section 7.6(e) subject to Sellers’ and Owner’s prior written consent.  
(b)    For the purposes of this Agreement, the liabilities described in Section 1.4(a) shall collectively be the “Retained Liabilities”.
Section 1.3    Closing.  The consummation of the sale and purchase of the Purchased Assets (the “Closing”) will take place at the offices of Nobilis Health Corp. 11700 Katy Freeway, Suite 300, Houston, Texas 77079, at 10:00 a.m. local time on the sooner of March ____, 2017 or the second business day after all of the conditions to closing in Sections 5.1, 5.2, and 5.3 are satisfied or waived (other than conditions which are to be satisfied on the Closing Date), or at such other time, date or place as Sellers, Owner and Buyer may mutually agree upon in writing (the “Closing Date”).  The Closing shall be deemed effective as of 12:00 a.m., Houston time, on the Closing Date.
Section 1.6    Closing Deliveries.
(a)    At the Closing, unless waived by Buyer, Sellers and Owner, as applicable, shall deliver to Buyer:
(i)    a bill of sale, assignment and assumption with respect to the Purchased Assets substantially in the form attached hereto as Exhibit B, duly executed by Sellers and Owner, in favor of certain direct or indirect, wholly-owned subsidiaries of Buyer, as designated by Buyer to Seller prior to the Closing Date;
(ii)    an employment agreement, substantially in the form attached hereto as Exhibit C (the “Physician Employment & Medical Director Agreement”), executed by Owner;
(iii)    Certificates of Account Status with respect to each Seller, issued by the Texas Comptroller within five (5) business days prior to the Closing Date; 
(iv)    a closing certificate, substantially in the form attached hereto as Exhibit E-1, executed by each Seller, and a certificate, substantially in the form attached hereto as Exhibit E-2, executed by Owner;
(v)    any approvals or consents required by Section 4.4;




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(vi)    any evidence of payoff of debt required by Section 4.12 (excluding Equipment Indebtedness) of each Seller or Owner or release of liens encumbering any of the Purchased Assets requested by Buyer;
(vii)    all books and records of Sellers or Owner related to the Purchased Assets;
(viii)    the Transition Services Agreement, upon terms mutually agreeable to Buyer, Sellers and Owner, executed by Sellers;
(ix)    assignment and assumption agreements for each of the Clinic Leases, executed by Sellers and Owner; and
(x)    such other documents as Buyer may reasonably request.
(b)    At the Closing, unless waived by Sellers, Buyer shall deliver to Sellers:
(i)    the Closing Cash via wire transfer;
(ii)    the Note, upon terms mutually agreeable to Buyer and Seller, executed by Buyer; 
(iii)    any approvals or consents of any rulemaking authority, person or entity applicable to Buyer required by Section 4.4;
(iv)    the Physician Employment & Medical Director Agreement, executed by Buyer;
(v)    the Transition Services Agreement, upon terms mutually agreeable to Buyer, Sellers and Owner, executed by Buyer;
(vi)    a closing certificate, substantially in the form attached hereto as Exhibit F, executed by Buyer; 
(vii)    assignment and assumption agreements for each of the Clinic Leases, executed by Buyer;
(viii)    Certificates of Account Status with respect to Buyer and NHC (or equivalent documentation applicable to each entity’s jurisdiction of formation), issued by the applicable jurisdiction of formation within five (5) business days prior to the Closing Date; and
(ix)    such other documents as Sellers may reasonably request.




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Section 1.1    Allocation of Purchase Price.
(a)    The Parties shall allocate the Purchase Price in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (together with any rules or regulations issued thereunder, “Code”).  Within ninety (90) days after the Closing Date, Buyers shall provide Sellers a draft allocation of the Purchase Price and the liabilities of Sellers and Owner among the Purchased Assets.  
(b)    The Parties shall timely file any information that may be required pursuant to Treasury Regulations promulgated under Section 1060(b) of the Code, and shall use the allocation of the Purchase Price as finally determined pursuant to this Section 1.7, in connection with the preparation of Internal Revenue Service Form 8594 as that form relates to the Transactions.  The Parties shall not file any returns, declarations, reports, statements and other documents of, relating to, or required to be filed in respect of, any and all Taxes (“Tax Returns”) or otherwise take any position which is inconsistent with such allocation, except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or by court decision.  The Parties agree that the amount of the Purchase Price allocated to the covenant not to compete in Section 4.6 is not intended to be a liquidated damages amount or to place a value or ceiling on the amount of damages that could be suffered by Buyer if such covenants are breached.
ARTICLE II     
 
REPRESENTATIONS OF SELLERS
Owner and each of the Sellers, jointly and severally, represent to Buyer and NHC as follows, as of the date of this Agreement and the Closing Date:
Section 2.1    Existence, Authority and Binding Obligation.
(a)    Each Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, with full power and authority to enter into and deliver this Agreement and the other agreements, documents or instruments contemplated hereby (collectively, the “Transaction Documents”), to carry out its obligations under, and to consummate the transactions contemplated by, the Transaction Documents (collectively, the “Transactions”).  
(b)    This Agreement constitutes, and, when executed and delivered, the Transaction Documents will constitute, the legal, valid and binding obligations of Sellers, enforceable against them in accordance with their terms, except as such enforceability may be limited by laws affecting the enforcement of creditors’ rights and general principles of equity.  
(c)    Each Seller is not qualified to do business in any jurisdiction other than its jurisdiction of formation.
(d)    There are no outstanding powers of attorney relating to or binding on the Business or the Purchased Assets.  
Section 2.2    Organization; Subsidiaries.




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(a)    Each Seller is in compliance with all provisions of its governing documents.  
(b)    No Seller owns any direct or indirect interest or other rights in any other entity.  
(c)    There are no outstanding third party rights for the issuance, sale or purchase of any security or equity interest of any Seller.
Section 2.3    No Conflict.  Except as set forth in Schedule 2.3, the execution, delivery and performance of this Agreement, does not and will not:
(a)    breach, or require the consent of any person or entity pursuant to, Sellers’ governing documents;
(b)    breach, or require the consent of any person or entity pursuant to, any law, regulation, permit, order, award or other non-contractual restriction or rule applicable to Sellers, their respective assets, the Purchased Assets or the Business;
(c)    result in the creation of any encumbrance upon Sellers, their respective assets or the Purchased Assets; or
(d)    (whether with notice or the lapse of time or both) under any contract or other instrument binding on Sellers:
(i)    result in any breach of any contract included in the Purchased Assets;
(ii)    provide any other person or entity rights of termination, rescission, amendment, acceleration or cancellation of any contract included in the Purchased Assets; or
(iii)    require any authorization or approval of any person or entity.
Section 2.4    Title, Sufficiency and Condition of Assets.  Owner owns, directly or indirectly, one hundred percent (100%) of the equity interests of Sellers.  Sellers own, and at Closing shall transfer to Buyer, good and valid title to all of the Purchased Assets, free and clear of all encumbrances other than Permitted Encumbrances. Except as set forth in Schedule 2.4, none of the Purchased Assets is leased or licensed from or to any third party.  The Purchased Assets, whether tangible or intangible, are all the assets necessary for the operation of the Business in the manner presently operated by Seller. All of the Purchased Assets are in good condition and repair, ordinary wear and tear excepted, and are usable in the ordinary course of business. For the purposes of this Agreement, “Permitted Encumbrances” means:
(a)    those items set forth on Schedule 2.4 identified as Permitted Encumbrances;
(b)    liens for Taxes not yet due and payable;
(c)    mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not 




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delinquent and which are not, individually or in the aggregate, material to the Business or the Purchased Assets; and
(d)    easements, rights of way, zoning ordinances and other similar encumbrances affecting real property which are not, individually or in the aggregate, material to the Business or the Purchased Assets, which do not prohibit or interfere with the current operation of any Purchased Asset.
Section 2.5    Financial Statements.
(a)    Sellers have delivered to Buyer true and correct copies of: 
(i)    Sellers’ combined unaudited financial statements for the year ended December 31, 2015, consisting of (A) the balance sheet of the Business as of such date, and (B) the related statements of income and retained earnings, stockholders' equity and cash flow for the year then ended (the “Unaudited Financial Statements”); and 
(ii)    Sellers’ unaudited financial statements for the ten-month period ended October 31, 2016 (the “Interim Financial Statements”, and together with the Unaudited Financial Statements, the “Financial Statements”).  
(b)    Except as disclosed on Schedule 2.5, the Financial Statements have been prepared on a cash basis from the books and records of Sellers in accordance with standard accounting principles applied on a consistent basis throughout the periods covered by the Financial Statements and present fairly, in all material respects, the financial condition of Sellers as of such dates and the results of operations for such periods.  
(c)    Except as disclosed on Schedule 2.5, since the date of the Interim Financial Statements, there has been no material adverse change in the assets, liabilities or financial condition of Sellers from that set forth in the Financial Statements or the Converted Financial Statements (defined under Section 4.11).  
Section 2.6    Liabilities.  Except as set forth in the Financial Statements, there are no material obligations or liabilities (potential or otherwise) of Seller of any nature pending, or to Sellers’ Knowledge, threatened, against any Seller, Owner or the Purchased Assets, other than contractual liabilities incurred in the ordinary course of business that are not required to be disclosed in the Financial Statements under standard accounting practices and other than liabilities that have arisen after the date of the Interim Financial Statements in the ordinary course of business, consistent with past practices.  There is no reasonable basis for any other obligation or liability to be imposed upon Sellers.  For the purposes of this Agreement, “Sellers’ Knowledge” means the actual knowledge of Owner or any director or officer of Sellers.
Section 2.7    Legal Compliance.  Sellers have materially complied with all Applicable Laws.  Neither Sellers nor any person or entity acting on behalf of Sellers has made or received any unlawful payments or contributions.  Except as set forth on Schedule 2.7, Sellers hold all Permits necessary to own the Purchased Assets and conduct the Business, and to Sellers' Knowledge except as set 




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forth on Schedule 2.7 or as may result from the Closing, no event has occurred or other fact exists with respect to such Permits that allows, or after notice or the lapse of time or both, would allow, revocation or termination of any such Permits or would result in any other impairment in the rights of any holder thereof.
Section 2.8    Taxes.  Sellers have filed all material Tax Returns that they were respectively required to file.  All such Tax Returns were correct and complete in all material respects and were prepared in compliance with all Applicable Laws.  To Sellers’ Knowledge, Sellers have not received any notice of deficiency or assessment or proposed deficiency or assessment with respect to the Purchased Assets, the Business or any Tax Returns.  All Taxes due and owing by Sellers through the Closing have been paid.  All Taxes required to be withheld by any Seller have been withheld and timely paid to the relevant taxing authority.  Sellers have complied with all information reporting related to any Taxes.  No Seller is currently the beneficiary of any extension of time within which to file any Tax Returns.  To Sellers’ Knowledge, no claim has ever been made by an authority in a jurisdiction where Seller does not file Tax Returns that a Seller is or may be subject to taxation by that jurisdiction.  Sellers have not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
Section 2.9    Intellectual Property.
(a)    Except as set forth in Schedule 2.9, the Purchased Assets include all of the Intellectual Property in existence on or before the Closing Date that is or has been used or useful with respect to the conduct of the Business excluding any included in the Excluded Assets (collectively, the “Transferred IP Assets”).  The term “Intellectual Property” means:
(i)    all patents, patent applications, and inventions and discoveries regardless of whether they may be patentable;
(ii)    all business and trade names and registered and unregistered trademarks and service marks;
(iii)    all copyrights in both published and unpublished works; and
(iv)    all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints (collectively, “Trade Secrets”), as well as any other documentation in Sellers’ possession in which such Trade Secrets are embodied or otherwise identified.
(b)    All required filings and fees related to the Transferred IP Assets have been timely filed with and paid to the relevant authorities and authorized registrars, and all applicable Transferred IP Assets are otherwise in good standing.
(c)    To the Sellers’ Knowledge, none of the Transferred IP Assets infringe or otherwise violate the rights of any other person or entity, nor are they being infringed or otherwise violated by any other person or entity. There are no claims by any person, entity or authority, settled, 




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pending or, to Sellers’ Knowledge, threatened, alleging that use of the Transferred IP Assets by Sellers or by any other person or entity infringes the Intellectual Property rights of any third party. 
(d)    With respect to each Trade Secret included as part of the Transferred IP Assets:
(i)    Sellers have taken all reasonable precautions to protect the secrecy, confidentiality and value of such Trade Secret; and
(ii)    such Trade Secret is not to the Sellers’ Knowledge part of the public knowledge or literature, and to Sellers’ Knowledge, has not been used, divulged or appropriated either for the benefit of any third party or to the detriment of the Sellers.
Section 2.1    Agreements.
(a)    Sellers are not, and, to Sellers’ Knowledge, no other party is in breach of (and no event has occurred which, with notice or the lapse of time or both, would constitute a breach of) any of the agreements listed on Schedule 1.1(a).  Each such agreement constitutes, to Sellers’ Knowledge, the legal, valid and binding obligation of the applicable Seller, enforceable against such Seller and any other party thereto, in accordance with their respective terms, except as such enforceability may be limited by laws affecting the enforcement of creditors’ rights and general principles of equity.
(b)    Schedule 2.10(b) lists all of the agreements between any Seller and clinical staff currently used or usable in connection with the Business (the “Health Care Professional Agreements”).  Seller has provided Buyer with true and correct copies of each Health Care Professional Agreement.
(c)    Except as set forth on Schedule 2.10(c), none of the agreements or contracts set forth on Schedule 1.1(a) are agreements or contracts between or among Sellers, on the one hand, and Owner or any Affiliate of Sellers or Owner, on the other hand.  For the purposes of this Agreement, “Affiliate” means any individual, corporation, partnership, limited liability company, association, trust or any other entity or organization, including a Governmental Authority that, directly or indirectly through one of more intermediaries, controls or is controlled by or is under common control with a Party.
(d)    Except as set forth on Schedule 2.10(d), Sellers are current on all lease payments and other payments required under the capital leases and equipment-related obligations included in the Purchased Assets.
Section 2.2    Legal Proceedings.  Except as set forth on Schedule 2.11, there are no claims, actions or investigations pending or, to Sellers’ Knowledge, threatened against or by Sellers (a) relating to or affecting the Business or the Purchased Assets; or (b) that challenge or seek to prevent, enjoin or otherwise delay the Transactions. To Sellers’ Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such claim, action or investigation.




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Section 2.3    Medicare Participation and Reimbursement.
(a)    PA is certified or otherwise qualified for participation in the Government Programs and has current and valid contracts for participation in certain Government Program (the “Program Agreements”), all of which are in full force and effect, and PA is currently in receipt of all approvals or qualifications necessary for their reimbursement by the Government Programs.  Schedule 2.12(a) contains a list of all NPIs and all provider numbers of Sellers under applicable Government Programs and private third party payor programs, including any insurance company or health care provider (such as a health maintenance organization, preferred provider organization, or any other managed care program).  To Sellers’ Knowledge, no events or facts exist that would cause any Program Agreement to be suspended, terminated, restricted, withdrawn, subjected to an administrative hold or otherwise not to remain in force and effect after the Closing.
(b)    Except as described on Schedule 2.12(b) all billing practices of Sellers with respect to all third party payors, including the Government Programs and private insurance companies, have been conducted in material compliance with all Applicable Laws and the billing guidelines of such third party payors.  Except for routine overpayments that occur in the ordinary course of business, Sellers have not billed or received any payment or reimbursement in excess of amounts allowed by Applicable Laws or the billing guidelines of any third party payor, including the Government Programs or any private insurance companies.  Sellers have made available to Buyer true and correct copies of any and all Government Program survey reports and correspondence issued since the later of the Business's inception or January 1, 2007, with respect to Sellers and all plans of correction which the applicable governmental agency required any Seller to submit in response to such reports.  Sellers have corrected any deficiencies noted therein.
Section 2.4    Compliance.  Sellers (a) are not party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services, (b) do not have reporting obligations pursuant to any settlement agreement entered into with any Governmental Authority, or (c) to Sellers’ Knowledge are not and have not been a defendant in any qui tam/False Claims Act litigation, or (d) have not received any complaints from employees, independent contractors, vendors, physicians, or any other person that would indicate that any Seller has violated in any material respect any applicable material law, rule, or regulation.  Sellers have provided Buyer with complete and accurate descriptions of each audit and investigation conducted with respect to its compliance with Applicable Laws during the last three years.  
Section 2.5    Clinical Staff Matters.  There are no pending or, to Sellers’ Knowledge, threatened adverse actions, appeals, challenges, disciplinary or corrective actions, or disputes involving Seller’s clinical staff, or allied health professionals, except as set forth on Schedule 2.14. Sellers have delivered to Buyer a written disclosure containing a brief general description of all material adverse actions taken in the six months prior to the date hereof against any Seller’s clinical staff members or allied health professionals which could result in claims or actions against such Seller. Schedule 2.14 sets forth a complete and accurate list of the name and medical specialty of each current member of the clinical staff of Sellers.  Except as set forth on Schedule 2.14, no clinical staff member has resigned or been terminated since January 1, 2014.  To Sellers’ knowledge, there are no claims, actions, suits, proceedings, or investigations pending or, to threatened against or 




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affecting any member of any Seller’s clinical staff at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located relating to medical practice or conduct in connection therewith.
Section 2.6    Employment Matters.  Except for past violations for which the Sellers are not subject to any current liability and cannot become subject to any future liability, the Sellers are and have been, to Sellers’ Knowledge, in material compliance with all applicable laws, regulations and orders relating to employment and employment practices, terms and conditions of employment and wages and hours, and the Sellers are not and have not engaged in any unfair labor practice.  There are no written charges or complaints of employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable laws, pending or threatened or, to Seller’s Knowledge, anticipated against the Sellers.  The Sellers have, to Sellers’ Knowledge, properly classified as an employee or independent contractor each person who provides or has provided services to the Sellers, and as to each such person that is an employee, the Sellers have properly classified such employee as exempt or non-exempt under applicable wage and hour laws, except for such misclassifications as would not have a material adverse effect.  
Section 2.7    Inventory.  The inventory of the Business (the “Inventory” or “Inventories”) consists of a quality and quantity useable and saleable in the ordinary course of business except for obsolete items and items of below standard quality, all of which have been written off or written down to net realizable value.
Section 2.8    Certain Books and Records.  Excluding the minute books of Sellers, the operational books and records of Sellers related to the three years prior to the date of Closing are in the possession of Sellers and are correct and complete in all material respects
Section 2.9    Investment Experience.  Sellers and Owner hereby acknowledge and represent that (a) they have prior investment experience, including investment in non-listed and unregistered securities, and that they have employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by Buyer to evaluate the merits and risks of such an investment on their behalf; (b) they recognize the highly speculative nature of an investment in the Shares; and (c) they are able to bear the economic risk and illiquidity which they assume by investing in the Shares.  Sellers and Owner have had the opportunity to retain, and to the extent necessary they have retained, at their own expense, and relied upon the advice of appropriate professionals, including an investment advisor, attorney and/or accountant regarding the investment, tax and legal merits and consequences of this Agreement and its acquisition of the Shares hereunder.
Section 2.10    No SEC Review.  Sellers and Owner hereby acknowledge that this transaction has not been reviewed by the Securities and Exchange Commission (“SEC”) because of NHC’s representations that this transaction is intended to be exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof and Regulation D promulgated under said act. Sellers and Owner further acknowledge that no federal or state agency or authority has made any finding or determination as to the accuracy or adequacy of this Agreement or as to the fairness of the terms of this transaction or any recommendation or endorsement of the Shares.  Any representation to the contrary is a 




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criminal offense.  In making an investment decision, Sellers and Owner must rely on their own examination of NHC and the terms of this transaction, including the merits and risks involved.
Section 2.11    Purchase For Own Account.  The Shares to be acquired by Sellers and Owner hereunder will be acquired for investment for their own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act, and no Seller or Owner has the present intention of selling, granting any participation in, or otherwise distributing the same.  Owner and each Seller also represents that no Seller has been formed for the specific purpose of acquiring the Shares.
Section 2.12    Rule 144.  Sellers and Owner acknowledge that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available.  Sellers and Owner are aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for such shares, the availability of certain current public information about the company that issued such shares, the resale occurring following the period of time prescribed by Rule 144, the sale being effected through a “broker's transaction” and the number of shares being sold during any three-month period not exceeding specified limitations.
Section 2.13    Unregistered Registration Shares.  Each Seller and Owner understands and hereby acknowledges that NHC is under no obligation to register the Shares under the Securities Act. Each Seller and Owner consents that NHC may, if it desires, permit the transfer of the Shares out of a Seller's or Owner’s name only when such Party’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to NHC that neither the sale nor the proposed transfer results in a violation of the Securities Act or any applicable state “blue sky” laws.
Section 2.14    No Public Offering.  Sellers and Owner hereby acknowledge that the sale and issuance of the Shares hereunder has not been (a) accompanied by the publication of any advertisement nor (b) effected by or through a broker-dealer in a public offering.  
ARTICLE III    
REPRESENTATIONS OF BUYER AND NHC
Section 3.1    General. Buyer and NHC, jointly and severally, represent to each of the Sellers and Owner as follows, as of the date of this Agreement, and the Closing Date: 
(a)    Existence, Authority and Binding Obligation.
(i)    Each of Buyer and NHC is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, with full power and authority to enter into and deliver the Transaction Documents, to carry out its obligations under the Transaction Documents, and to consummate the Transactions.




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(ii)    This Agreement constitutes, and, when executed and delivered, the Transaction Documents will constitute, the legal, valid and binding obligations of each of Buyer and NHC, enforceable against such Party in accordance with their terms, except as such enforceability may be limited by laws affecting the enforcement of creditors’ rights and general principles of equity.
(b)    No Conflict.  The execution, delivery and performance of this Agreement, does not and will not:
(i)    breach, or require the consent of any person or entity pursuant to, Buyer or NHC’s governing documents;
(ii)    breach, or require the consent of any person or entity pursuant to, any law, regulation, permit, order, award or other non-contractual restriction or rule applicable to Buyer or NHC or its respective assets;
(iii)    result in the creation of any encumbrance upon Buyer or NHC or its respective assets; or
(iv)    (whether with notice or the lapse of time or both) under any agreement or other instrument binding on Buyer or NHC:
(1)    result in any breach;
(2)    provide any other person or entity rights of termination, rescission, amendment, acceleration or cancellation; or
(3)    except as described on Schedule 3.1(b)(iv)(3), require any authorization or approval of any person or entity.
ARTICLE IV     
 
OTHER COVENANTS OF THE PARTIES
Section 4.1    Conduct of Business Prior to Closing.  Until the Closing, Sellers:
(a)    shall conduct the Business in the ordinary course of business consistent with their past practice, except for actions expressly permitted or limited by this Agreement;
(b)    shall maintain Inventories of supplies, drugs, and other disposables and consumables in the ordinary course of business consistent with their past practice; and 
(c)    shall not, without the prior written consent of Buyer:
(i)    make or authorize any capital expenditure for the Business of more than $50,000;




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(ii)    enter into any agreement that, if existing as of the date of this Agreement, would have to be listed in Schedule 1.1(a) as part of the Purchased Assets; or
(iii)    enter into any agreement, commitment or understanding, whether or not in writing, with respect to any of the foregoing.
Section 4.2    Access to Books, Records and Personnel.  If before or after the Closing it is necessary that any Party be furnished with additional information relating to the Purchased Assets or the Business, and such information is in the possession of any other Party, such Party agrees to use commercially reasonable efforts to furnish such information to the requesting Party, at the requesting Party’s cost and expense, and to make its employees available on a mutually convenient basis to provide additional information and explanation of such materials.  Any such disclosure shall be subject to the confidentiality or other applicable terms of any agreement to which the disclosing Party is bound as well as any Applicable Laws.




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Section 4.3    Tax Matters.
(a)    With respect to the Purchased Assets and the Business, Sellers shall prepare and file all Tax Returns for any period ending on or before the Closing Date, and Buyer shall prepare all Tax Returns for all other periods.
(b)    The Parties shall cooperate fully, as reasonably requested by each other Party, in connection with the filing of Tax Returns as contemplated by Section 4.3(a) and any audit or other proceeding with respect to the Purchased Assets or the Business.  Sellers and Owner agree to retain all books and records with respect to Tax matters pertinent to the Purchased Assets or the Business relating to any taxable period beginning before the Closing until the expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing authority.
Section 4.4    Further Assurances.  The Parties shall use their reasonable efforts (a) to obtain all approvals and consents requested by any other Party and required by or necessary for the transactions contemplated by the Transaction Documents, including those set forth on Schedule 2.3, and (b) to take all appropriate action and to do all things necessary, proper or advisable under Applicable Laws, regulations and the Transaction Documents to effect the Transactions and to timely satisfy the conditions set forth in Article V.  However, nothing in this Section 4.4 shall require any Party to (y) hold separate or make any divestiture of any asset or otherwise agree to any restriction on operations or other condition that would be materially adverse to the assets, liabilities or business of Buyer or Sellers, or (z) offer or grant financial accommodations to any third party or to remain secondarily liable with respect to any liability.  Prior to the Closing, no Party shall make any filing or request any consent related to the Transactions without the approval of the other Party, which approval shall not be unreasonably withheld or delayed.
Section 4.5    Sellers’ Employees.  
(a)    Subject to Buyer’s hiring policies, Buyer shall offer employment to all employees of Sellers, which are set forth on Schedule 4.5 at the same levels of benefits and compensation as set forth thereon. Employees of Sellers who accept employment with Buyer and become employees of Buyer at the Closing shall be referred to herein as “Transferred Employees.” 
(b)    Each Transferred Employee’s sick leave, vacation and other paid time off (collectively, “PTO”) accrued as of the Closing Date, is set forth on Schedule 4.5. Sellers shall deliver, at the Closing, an updated Schedule 4.5 setting forth the PTO accrued as of the Closing Date. Each Transferred Employee who consents to such transfer shall be credited by Buyer for any such accrued PTO, but Buyer shall have no obligation to make any payments to the Transferred Employees for such accrued PTO other than in accordance with the terms and conditions applicable to Buyer’s employees or applicable law.  Other than as expressly set forth herein, Buyer shall have no obligation whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of Sellers or the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued PTO, fringe, pension 




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or profit sharing benefits or severance pay for any period relating to the service with Sellers at any time on or prior to the Closing Date.
(c)    The terms of the Transferred Employees’ employment with Buyer shall otherwise be upon such terms and conditions as Buyer, in its sole discretion, shall determine.  This provision shall neither be construed to create any third party beneficiaries nor to vest any rights in parties other than those signatories to this Agreement.
Section 4.6    Covenant Not to Compete.  To more effectively protect the value of the Purchased Assets, for two years after the Closing Date (the “Restricted Period”), Sellers and Owner shall not, without the prior consent of Buyer, directly or indirectly (whether as an owner, principal, employee, agent, consultant, independent contractor, partner or otherwise), anywhere in the State of Arizona, State of Texas or any other State in which Buyer has a facility, at which medical practitioners treat patients with venous diseases and provide certain other vascular and interventional radiology services on or prior to the first anniversary of the Closing (the “Restricted Territory”):
(a)    engage in any business in competition with the Business; provided, however, that Sellers and Owner, may own, solely as an investment, securities in any entity that is in competition with the Business if (i) Sellers or Owner, as applicable, do not, directly or indirectly, beneficially own more than 2% in the aggregate of such class of securities, (ii) such class of securities is publicly traded, and (iii) Sellers or Owner, as applicable, has no active participation in the business of such entity that is in competition with the Business;
(b)    excluding those Transferred Employees listed on Schedule 4.6, solicit business of the same or similar type being carried on by the Buyer in the operation of the Business from any person or entity known by Sellers or the Owner to be a customer of the Business as operated by Buyer;
(c)    request any past, present or future customer or supplier of Sellers or Buyer to curtail or cancel its business with the Business as operated by Buyer;
(d)    excluding the Transferred Employees listed on Schedule 4.6, without Buyer’s consent, solicit, employ or otherwise engage as an employee or independent contractor any person who is an employee or independent contractor of the Business as operated by Buyer, unless such person’s employment or engagement with the Business (i) was terminated by Buyer, or (ii) ended more than 12 months prior to the date of solicitation, employment or engagement;
(e)    induce or attempt to induce any employee or independent contractor of the Business as operated by Buyer to terminate their employment or engagement with the Business; provided, however, that it shall not constitute a breach of the foregoing if any person or entity which employs or otherwise engages Owner solicits and/or hires an employee or former employee of the Business through a general solicitation not directed at such employee or former employee, and further provided the Owner does not have hiring authority or influence over hiring for the applicable position; or




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(f)    unless otherwise required by law, subject to the confidentiality provisions of this Agreement, disclose to any person or entity details of the organization or business affairs of the Business, any names of past or present customers of the Business, any Trade Secrets, or any other non-public information concerning the Business or its affairs; notwithstanding the foregoing, the Sellers may publically disclose information related to or arising from the filing, prosecution, and enforcement of intellectual property rights pertaining to the Excluded Assets.
Notwithstanding anything to the contrary above in this Section 4.6, this Section 4.6 shall not: (i) restrict Owner from providing medical services as a physician in private medical practice to any of the past, present or future patients or customers of the Business, provided Owner does not use any marketing or advertising directed at such past, present or future patients, (ii) this Section 4.6 shall not restrict Owner and his Affiliates from leasing any real property, including real property no longer leased by Buyer and its Affiliates, to any third party, including any third party that may be competitive with the Business; (iii) restrict Owner from engaging in discussions or negotiations related to business activities that, if executed or performed, might otherwise be prohibited by this Section 4.6; or (iv) restrict Owner from engaging in any activities set forth on Schedule 4.6, so long as such activities do not interfere with the obligations of Owner under the Physician Employment & Medical Director Agreement.
Sellers and Owner agree that the covenants set forth in this Section 4.6 are drafted to and are intended to comply with and be enforceable under Texas Business & Commerce Code Section 15.50(a) and other applicable laws and regulations. The Parties acknowledge that if the scope of the covenants in this Section 4.6 is deemed to be too broad in any court proceeding, the court may reduce the scope as deemed reasonable under the circumstances.  Sellers and Owner also agree that in the event that the covenants are reformed and Sellers and/or the Owner has breached the reformed covenants, Buyer may be entitled to recover attorneys’ fees and costs in enforcing the covenants in the same manner and to the same extent as if they had been enforced as written against the breaching Party.  The Parties acknowledge that Buyer may not have any adequate remedy at law for the breach or threatened breach by Sellers or Owner of this Section 4.6 and, accordingly, Buyer may, in addition to remedies that may be available under this Agreement, file suit in equity to enjoin Sellers or Owner from that breach or threatened breach, and Sellers and Owner consent to the issuance of injunctive relief.  Sellers and Owner agree that Buyer’s performance under this Agreement constitutes sufficient consideration for the covenant not to compete in this Section 4.6.
Notwithstanding anything to the contrary contained herein, Buyer and NHC agree that Owner shall be released from any and all restrictions under this Section 4.6 if the Physician Employment & Medical Director Agreement is terminated (i) for cause by Owner; or (ii) without cause by Nobilis Health Network, Inc. or other employer to which the Physician Employment & Medical Director Agreement is assigned. 
Section 4.7    Confidentiality.  Sellers and Owner acknowledge that irreparable damage would occur if any confidential or proprietary information regarding the Business, the Purchased Assets or Buyer were disclosed to or utilized on behalf of any person or entity that is in competition in any respect with the Business as conducted by the Buyer following the Closing.  Without the prior written consent of Buyer, Sellers and Owner agree that they shall not, directly or indirectly, 




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use or disclose any of such information.  The provisions of this Section 4.7 shall not prohibit a Party from disclosing information covered by this Section 4.7 pursuant to a subpoena or other validly issued administrative or judicial process requesting the information; provided, however, that prompt notice is provided to the other Party of the required disclosure.
Section 4.8    Mail.  Sellers and Owner authorize Buyer, on and after the Closing Date, to receive and open all mail received by Buyer relating to the Purchased Assets or the related Assumed Liabilities and to deal with the contents of such communications in any proper manner. 
Section 4.9    Third Party Consents.
(a)    If Sellers’ or Owner’s rights to any Purchased Asset may not be transferred without the consent of another person or entity, and if such consent has not been obtained as of the Closing Date as applicable, despite the exercise by Sellers or Owner of their respective reasonable efforts, this Agreement shall not constitute an agreement to transfer such Purchased Asset (a “Non-Transferred Purchased Asset”) if an attempted transfer thereof would constitute a breach or be unlawful.  In any such case, Sellers and Owner, to the maximum extent permitted by law, (i) shall act as the Buyer’s agent to obtain for Buyer the benefits and satisfy the associated obligations related to the Non-Transferred Purchased Asset, and (ii) shall cooperate with Buyer in any other reasonable arrangement designed to provide those benefits to the Buyer, including by agreeing to remain liable under any applicable contract, and Buyer shall with cooperation from Sellers make any payments with respect to a Non-Transferred Purchased Asset required to obtain the benefit thereof.  
(b)    With respect to any Equipment Indebtedness that is not a Non-Transferred Purchased Asset and may not be transferred without the consent of another person or entity, and if such consent has not been obtained as of the Closing Date despite the exercise by Sellers or Owner of their respective reasonable efforts, Sellers shall continue to perform, and make all payments required, under the terms of such Equipment Indebtedness until such time as such Equipment Indebtedness is transferred to Buyer and Buyer assumes the related Equipment Indebtedness. Until such transfer and assumption, the Parties shall cooperate to allow Buyer to make any payments required pursuant to such Equipment Indebtedness on behalf of Sellers.  The Parties shall cooperate to obtain a release of Owner and Sellers, as applicable, from the applicable Equipment Indebtedness at the time of its transfer and assumption.
(c)    Nothing contained in this Section 4.9 shall relieve the Sellers or Owner of their respective obligations under any other provisions of this Agreement, including the obligation pursuant to Section 4.4 to use their respective reasonable efforts to obtain the consent of the applicable person or entity to transfer the Non-Transferred Purchased Asset to Buyer.
Section 4.10    Insurance.  Sellers shall maintain existing insurance or “tail” insurance, in form and substance reasonably acceptable to Buyer (“Seller Insurance”), to insure against liabilities in connection with the development, business or operation of the Sellers and/or the Purchased Assets.  The Seller Insurance coverage shall be retroactive such that it covers all periods prior to the Closing Date, as applicable, and shall remain in effect for at least three years from the Closing Date. The minimum coverage of the Seller Insurance shall be One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate.  




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Section 4.11    Financial Statements.  Sellers shall, at Sellers’ and Owner’s sole expense, deliver to Buyer and NHC copies of revised Financial Statements prepared from the books and records of Sellers on an accrual basis in accordance with GAAP applied on a consistent basis throughout the periods covered by the Financial Statements (the “Converted Financial Statements”).
Section 4.12.    Sellers’ Indebtedness.  In connection with the Closing, Sellers shall negotiate and obtain payoff letters with respect to certain indebtedness of the Sellers as set forth on Schedule 1.4 (the “Payoff Letters”). The Payoff Letters shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations (other than ordinary course and contingent indemnification obligations) related to the Sellers’ indebtedness (the “Payoff Amount”), (ii) state that all liens in connection therewith relating to the assets of the Sellers’ shall be, upon the payment of the Payoff Amount on the Closing Date, released and (iii) authorize the Sellers to file UCC-3 termination statements in all applicable jurisdictions to evidence the release and termination of the Sellers’ indebtedness. Sellers shall deliver all notices and take all other actions necessary to facilitate the termination of obligations and commitments under the Sellers’ indebtedness, the repayment in full of all obligations then outstanding thereunder, and the release of all liens in connection therewith on the Closing Date.
(a)    In connection with the Closing, Sellers shall pay the applicable portion of the Payoff Amount pursuant to the terms of the Payoff Letters. If requested by Sellers or Owner, Buyer shall wire a portion of the Closing Cash directly to the applicable lenders to pay the Payoff Amount on Sellers’ behalf. 
Section 4.1    Cooperation after Closing.  Each Party and its subsidiaries and affiliates agrees to cooperate with the other Parties and their subsidiaries and affiliates as necessary to permit timely responses to any audits or other similar requests for information or records not otherwise addressed above. Without limiting the generality of the foregoing, Buyer and NHC agree to timely assist Sellers with respect to payor repayment obligations, if any, including without limitation by providing staffing assistance and access to records as reasonably requested.
Section 4.2    Transition Period.  At Closing, Sellers and Buyer, and/or Buyer’s designee shall enter into the Transition Services Agreement, attached and incorporated as Exhibit G, until the first to occur of: (i) the date selected by Buyers, at Buyers’ discretion, following the date on which Buyer and/or its designee, as applicable, is a participating provider in the Medicare program and is credentialed with certain commercial payors (as specified in the Transition Services Agreement) and has received its respective provider numbers; or (ii) one hundred twenty (120) days following the Closing Date.
Section 4.15    Release of Sellers and Owner. Notwithstanding anything contained herein to the contrary, in the event the Parties have agreed to waive as a condition to Closing the delivery of the assignment and assumption agreements for each of the Clinic Leases, then Buyer and NHC hereby acknowledge and agree that, to the fullest extent possible, Buyer and NHC shall promptly execute any and all instruments or other documentation required to assign the Clinic Leases to Buyer or NHC and to fully release Sellers and Owner from 




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any and all liability under the Clinic Leases and any and all liability of Sellers and/or Owner as a guarantor of any obligations under the Clinic Leases, including without limitation the execution by NHC of one or more guaranties if requested by the landlord. Further, in the event the Parties have agreed to waive as a condition to Closing the assignment of the Wells Fargo Loan Documents (as defined in Section 7.3), then Buyer and NHC hereby acknowledge and agree that, to the fullest extent possible, Buyer and NHC shall promptly execute any and all instruments or other documentation required to assign the Wells Fargo Loan Documents to Buyer or NHC and to fully release Sellers and Owner from any and all liability under the Wells Fargo Loan Documents and any and all liability of Sellers and/or Owner as a guarantor of any obligations under the Wells Fargo Loan Documents, including without limitation the execution by NHC of one or more guaranties if requested by Wells Fargo.
ARTICLE V     
 
CONDITIONS TO CLOSING
Section 5.1    Conditions to Obligations of the Parties.  The obligations of the Parties to consummate the purchase and sale of the Purchased Assets are subject to the satisfaction or waiver as of the Closing of each of the following conditions:
(a)    No rulemaking authority or court has issued any law, regulation or order that has the effect of making such transaction illegal or otherwise restraining or prohibiting such transaction.
(b)    No claim or proceeding contesting or seeking to adversely affect such transaction is pending or threatened.
(c)    Any applicable waiting period under any law or regulation applicable to such transaction has expired or terminated.
Section 5.2    Conditions to Obligations of Sellers and Owner.  The obligations of Sellers and Owner to consummate the purchase and sale of the Purchased Assets are subject to the satisfaction by Buyer and NHC, or waiver by Sellers and Owner, as of the Closing, of each of the following conditions:
(a)    The representations of Buyer and NHC contained in Article III are true and correct in all material respects (except for those qualified by materiality, which are true and correct in all respects) as of the Closing (other than such representations as are expressly made as of another date).
(b)    Buyer has made the deliveries required by Sections 1.6(b).
(c)    Buyer and NHC have complied in all material respects with each of their covenants and undertakings under this Agreement as of the Closing.
Section 5.3    Conditions to Obligations of Buyer and NHC.  The obligations of Buyer and NHC to consummate the purchase and sale of the Purchased Assets is subject to the satisfaction 




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by Sellers and Owner, or waiver by Buyer and NHC, as of the Closing, of each of the following conditions:
(a)    The representations of Sellers and Owner contained in Article II are true and correct in all material respects (except for those qualified by materiality, which are true and correct in all respects) as of the Closing (other than such representations as are expressly made as of another date).
(b)    Sellers and Owner have made the deliveries required by Section 1.6(a).
(c)    Sellers and Owner have complied in all material respects with each of their respective covenants and undertakings under this Agreement as of the Closing.
ARTICLE VI     
 
PURCHASE PRICE HOLDBACK CASH
Section 6.1    Holdback Cash.  On the Closing Date, the Holdback Cash shall be retained by Buyer as security for Post-Closing Adjustment pursuant to Section 1.1(c)(ii) and for the payment of any and all claims by Buyer against Sellers and Owner pursuant to Section 7.2.
Section 6.2    Distribution of Holdback Cash.  On the 12-month anniversary of the Closing Date, fifty percent (50%) of the Holdback Cash, less the amount of any Loss for which reductions have been made out of the Holdback Cash as of such date, or for which there are indemnification claims then pending, shall be paid to Sellers.  The remainder of the Holdback Cash, less the amount of any Loss for which reductions have been made out of the Holdback Cash as of such date, or for which there are indemnification claims then pending, shall be paid to Sellers on the 24-month anniversary of the Closing Date.  Buyer shall be permitted to deduct the amount of any Loss that is agreed or resolved in accordance with the terms of this Agreement out of the Holdback Cash.  Promptly following the resolution of any indemnification claims then pending, any amount of the Holdback Cash not payable to Buyer based on the resolution of a particular claim that was previously retained shall be paid to Seller.
ARTICLE VII     
 
INDEMNIFICATION
Section 7.1    Loss and Indemnitees Defined.  For the purposes of this Article VII:
(a)    “Loss” means any liability, loss, cost, or injury, that results from any claim or proceeding;
(b)    “Buyer Indemnitees” means NHC, Buyer and any present or future officer, director, manager, employee, Affiliate, direct or indirect subsidiary, equity holder or agent of NHC or Buyer; and




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(c)    “Seller Indemnitees” means Owner, Sellers and any present or future officer, director, manager, employee, Affiliate, direct or indirect subsidiary, equity holder or agent of Sellers.
Section 7.2    Indemnification by Sellers.  Sellers and Owner shall, jointly and severally, indemnify, defend and hold harmless each Buyer Indemnitee from and against any Losses incurred by any Buyer Indemnitee that arise out of, relate to or result from:
(a)    any Excluded Assets or Retained Liabilities;
(b)    any breach of the representations in Article II; and
(c)    any breach by Sellers or Owner of their respective covenants in this Agreement.
Section 7.3    Indemnification by Buyer and NHC.  Buyer and NHC shall, jointly and severally, indemnify, defend and hold harmless each Seller Indemnitee from and against any Losses incurred by any Seller Indemnitee that arise out of, relate to or result from:
(a)    any Assumed Liabilities;
(b)    any breach of the representations in Article III; 
(c)    the ownership of the Purchased Assets and the operation of the Business after the Closing; provided, however, that such Losses do not arise out of, relate to or result from an indemnifiable matter pursuant to Section 7.2; 
(d)    any breach by Buyer or NHC of their respective covenants in this Agreement; 
(e)    any liability asserted against a Seller Indemnitee under the terms of any of the Clinic Leases or any guaranty by a Seller Indemnitee related thereto (as each may be renewed, extended, modified, or amended by the parties thereto) arising after, or accruing for any period of time after, the Closing; and
(f)    any liability asserted against a Seller Indemnitee under the terms of the Wells Fargo Loan Documents (as defined below) arising after, or accruing for any period of time after, the Closing, including without limitation any and all amounts that become due under the terms of the Wells Fargo Loan Documents, including, but not limited to, the balance of any such loan, any prepayment premium or penalty, interest, legal fees and expenses and late charges, and any liability related to any other remedy available to the Secured Party under the Wells Fargo Loan Documents, at law or in equity or otherwise. For purposes of this Agreement, “Wells Fargo Loan Documents” means those certain loan documents executed in favor of Wells Fargo, including (i) that certain Combination Loan and Security Agreement (Contract Number 404858-700), dated October 10, 2013, by and between HPS, as Debtor, and Wells Fargo, as Secured Party, (ii) that certain Combination Loan and Security Agreement (Contract Number 404858-701), dated June 11, 2013, by and between HPS, as Debtor, and Wells Fargo, as Secured Party, and (iii) any guaranty executed by a Seller Indemnitee related thereto. 




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Section 7.4    Procedures for Indemnification.
(a)    A Party seeking indemnification pursuant to Section 7.2 or Section 7.3 (the “Indemnified Party”) shall provide prompt written notice to the Party required to provide indemnification under Section 7.2 or Section 7.3 (the “Indemnifying Party”) of any event, claim or proceeding carried out by a third party (“Third Party Claim”) for which the Indemnified Party is entitled to indemnification under this Article VII.  The Indemnifying Party will have the right to direct, through counsel of its choice, the defense or settlement of any Third Party Claim at its own expense.  The Indemnified Party may participate in such defense at its own expense.  The Indemnified Party will promptly provide the Indemnifying Party with reasonable access to the Indemnified Party’s records and personnel relating to any Third Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of a Third Party Claim.  The Indemnifying Party will reimburse the Indemnified Party for all of its reasonable out of pocket costs related to a Third Party Claim.
(b)    The Indemnified Party will not pay, or permit to be paid, any part of any Loss arising from a Third Party Claim, unless the Indemnifying Party consents in writing to such payment (which consent will not be unreasonably withheld or delayed) or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnified Party is entered against the Indemnified Party for such Loss.  No Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, unless the judgment or proposed settlement involves only the payment of money damages and does not seek to impose equitable relief.
(c)    If the Indemnifying Party fails to defend a Third Party Claim or withdraws from defending such a claim, then the Indemnified Party will have the right to undertake the defense or settlement of the applicable Third Party Claim and seek reimbursement under this Agreement.  If the Indemnified Party assumes the defense of a Third Party Claim pursuant to this Section 8.4 and proposes to settle such claim prior to a final judgment or to not pursue an appeal, then the Indemnified Party will give the Indemnifying Party prompt written notice and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of such Third Party Claim at the sole cost and expense of the Indemnifying Party.
Section 7.5    Survival of Limitation.
(a)    All representations made by each Party to this Agreement shall survive the Closing Date for a period of 2 years, except for:
(i)    the representations in Section 2.8 shall survive until the expiration of the applicable statute of limitations; and
(ii)    the representations in Section 2.1, Section 2.2, Section 2.3(a-c), and the first two sentences of Section 2.4, which shall survive indefinitely (the “Fundamental Representations”).




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(b)    The covenants of each Party in this Agreement shall survive for the relevant statute of limitations period, unless a different period is expressly provided for in this Agreement.  
(c)    Any claim for indemnification under Section 7.2 or Section 7.3 must be asserted within the applicable survival period set forth in this Section 7.5.  Any claim asserted in writing prior to the expiration of the applicable survival period shall survive until such claim is resolved and payment, if any is owed, is made.


Section 7.6    Limitations on Indemnification and Payment of Damages.
(a)    Sellers and Owner shall not be liable under Section 7.2(b) until the aggregate amount of indemnification claims made by the Buyer Indemnitees exceeds One Hundred Thousand Dollars ($100,000) and, in such event, Sellers and Owner, jointly and severally, shall be required to pay the amount of all such Losses only in excess of such amounts.
(b)    The aggregate payments made by Sellers and Owner in satisfaction of claims of the Buyer Indemnitees for indemnity pursuant to Section 7.2(b) shall not exceed an amount equal to triple the Holdback Cash as defined at Section 1.1(a)(iii).
(c)    Notwithstanding the foregoing, the limitations set forth in Sections 7.6(a) and (b) shall not apply to Losses arising out of, relating to, or resulting from any Excluded Assets or Retained Liabilities, fraud, and breaches of the Fundamental Representations; provided, however, if claims by the Buyer Indemnitees for indemnity pursuant to Section 7.2(b) include claims arising from breaches of the Fundamental Representations, the aggregate payments made by Sellers and Owner in satisfaction of claims of the Buyer Indemnitees for indemnity pursuant to Section 7.2(b), including for claims arising from breaches of other representations in Article II, shall not exceed the Purchase Price. 
(d)    The calculation of any Loss pursuant to this Article VII shall be reduced by any insurance proceeds received by the Indemnified Party but shall not be reduced for any Tax benefits realized or not by an Indemnified Party from such Loss.
(e)    Subject to Sellers’ and Owner’s prior written consent, Buyer shall offset any amount to which it is entitled under this Article VII first against the principal amount of the Note and then against the Holdback Cash before seeking any amounts directly from Sellers or Owner.
(f)    The indemnification provided in this Article VII shall be the sole and exclusive remedy after the Closing for breaches of this Agreement, except for those provisions for which this Agreement provides that an equitable remedy may be sought and in the case of willful breach, fraud, or intentional misrepresentation.
Section 7.7    Characterization of Indemnification Payments.  Unless otherwise required by law, all payments made pursuant to this Article VII shall be treated for all Tax purposes as adjustments to the Purchase Price. To the extent any such payment is not treated as a non-taxable 




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adjustment to the Purchase Price by any taxing authority, Sellers or Buyer (as applicable) shall make such payment on an after-Tax basis so that the amount of any such payment is increased to adjust for any Taxes imposed on Buyer or Sellers (as applicable) as a result of receiving such payment.
Section 7.8    Express Negligence Rule.  THE INDEMNIFICATION AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT HAVE BEEN EXPRESSLY NEGOTIATED IN EVERY DETAIL, ARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, AND SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, OBLIGATIONS, CLAIMS, JUDGMENTS, LOSSES, COSTS, EXPENSES OR DAMAGES IN QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANY INDEMNIFIED PARTY.  THE PARTIES ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND CONSTITUTES CONSPICUOUS NOTICE.  NOTICE IN THIS CONSPICUOUS NOTICE IS NOT INTENDED TO PROVIDE OR ALTER THE RIGHTS AND OBLIGATIONS OF THE PARTIES, ALL OF WHICH ARE SPECIFIED ELSEWHERE IN THIS AGREEMENT. 
ARTICLE VIII     
 
TERMINATION
Section 8.1    Termination.  This Agreement may be terminated:
(a)    by either Sellers and Owner, on the one hand, or Buyer and NHC, on the other hand, in writing, after February 28, 2017, if the Closing has not occurred; provided, that, as of such date the terminating Party is not in default under this Agreement;
(b)    by either Buyer and NHC, on the one hand, or Sellers and Owner, on the other hand, in writing, if there is instituted or threatened any action by any rulemaking authority or court, or there is in effect any order of any rulemaking authority or court, that seeks to prohibit or limit Buyer from exercising all material rights and privileges of its ownership of the Purchased Assets; provided, that, Buyer and Sellers shall have used their reasonable best efforts to have any such action or order lifted and the same shall not have been lifted within thirty (30) days after entry; or
(c)    by either Buyer and NHC, on the one hand, or Sellers and Owner, on the other hand, in writing, if the other Parties are not able to comply with the conditions to the Closing; provided, that the defaulting Parties shall have a period of ten (10) days following written notice from the non-defaulting Parties to cure any breach of this Agreement. 
Section 8.2    Effect of Termination.  In the event of termination in accordance with Section 8.1, this Agreement will become void and there will be no liability on the part of any Party or their respective directors, managers, officers, equity holders or agents, except as provided in Section 9.1 and except that any such termination shall be without prejudice to the rights of any Party arising out of the breach by any other Party of any representation or covenant contained in this 




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Agreement or due such other Party’s failure or refusal to close without justification under this Agreement.
ARTICLE IX     
 
GENERAL PROVISIONS
Section 9.1    Expenses.  All costs incurred in connection with the Transaction Documents and the Transactions shall be paid by the Party incurring such costs, whether or not the Closing has occurred.  Sellers shall pay all costs related to transfer, stamp, sales, use or other similar Taxes or costs payable in connection with the sale of the Purchased Assets.
Section 9.2    Notices.  All communications under this Agreement will be in writing and will be given or made (and will be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as will be specified by like notice):Severability.  If any term of this Agreement is held illegal or incapable of being enforced by any rule of law or public policy, all other terms of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party.
	
	
	 

	   Sellers:

	

   Carlos R. Hamilton III, M.D.
   4690 Sweetwater Blvd., Ste. 200
   Sugarland, Texas 77479

	

   with a copy to (which shall not constitute notice to Sellers):

	 

	   Gray Reed & McGraw L.L.P.

	   1300 Post Oak Blvd., Ste 2000

	   Houston, Texas 77056

	   Attn: Sofia Adrogue

	 

	   Buyer or NHC:

	 

	   Nobilis Health Corp.
   11700 Katy Freeway Ste. 300
   Houston, Texas 77079
   Fax No.: (281) 840-5190
   Attn: General Counsel

	 




Section 9.3    Entire Agreement.  This Agreement, together with the schedules and exhibits hereto, and the Transaction Documents constitute the entire agreement of the Parties with 




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respect to the subject matter thereof, and supersede all prior agreements with respect thereto among the Parties. No representation, promise, or statement of intention has been made by any of the parties hereto which is not embodied in this Agreement and none of the parties hereto shall be bound by or liable for any alleged representation, promise, or statement of intention not set forth.
Section 9.4    Assignment.  This Agreement shall not be assigned by any Party without the prior written consent of the non-assigning Parties; provided, however, that Buyer may assign all or a portion of its rights and obligations under this Agreement to any affiliate of Buyer, provided such person or entity agrees in writing to be bound by all of Buyer’s obligations under this Agreement.
Section 9.5    No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the Parties and their successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right or remedy of any nature under or by reason of this Agreement, except for the indemnification rights under Article VI.
Section 9.6    Amendment; Waiver.  This Agreement may not be amended except by an instrument in writing signed by the Parties.  Waiver of any provision of this Agreement will be effective only if in writing and signed by the Party waiving the provision and, unless expressly provided, will not be a waiver of any subsequent breach or a waiver of any other provision of this Agreement (regardless of whether similar).
Section 9.7    Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of Texas applicable to contracts executed and performed entirely therein, without regard to the principles of choice of law or conflicts or law of any jurisdiction.
Section 9.8    Dispute Resolution.  In the event of any dispute between the Parties arising out of or relating to this Agreement, or the alleged breach thereof, the Parties shall promptly meet in a good faith effort to resolve the dispute.  If the dispute is not resolved within thirty (30) days after the first meeting on that topic, each Party shall be free to pursue and exercise any and all legal rights and remedies available to them.  The Parties shall be free to submit any unresolved dispute to any form of alternative dispute resolution they deem appropriate or, absent such agreement, the dispute shall be submitted to the state or Federal courts located in Harris County, Texas, which forum, the parties specifically agree, is a proper and convenient forum.  The Parties further agree to submit to the jurisdiction of the state or federal courts located in Harris County, Texas, and waive the right to challenge personal jurisdiction and/or subject matter jurisdiction in said courts.  EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT THIS AGREEMENT.
Section 9.9    Counterparts.  This Agreement may be executed in one or more counterparts, and by the different parties to this Agreement in separate counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement.  Facsimile signatures or .pdf copies shall be deemed the same as originals.




32
3774916.5







Section 9.10    Press Releases.  Any press release or public announcement regarding this Agreement or the Transactions shall require the written approval of Buyer and NHC, and shall be subject to the prior review by Owner and Buyer and NHC shall take into account Owner’s comments and concerns with respect to any such press release or public announcement.  


[Signature Pages Follow]






33
3774916.5








IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective duly authorized representatives.
	
		
	 
	BUYER:

	 
	 

	 
	Northstar Healthcare Acquisitions, L.L.C.


By:  /s/ Kenneth Efird_                                 
       Kenneth Efird, President

	 
	 

	 
	NHC:

	 
	 

	 
	Nobilis Health Corp.


By:  /s/ Kenneth Efird_                                 
       Kenneth Efird, President






Signature Page to Amended and Restated Asset Purchase Agreement


3774916.5









	
		
	 
	SELLERS:

	 
	 

	 
	Carlos R. Hamilton, III, M.D., P.A.

	 
	 

	 
	By: /s/ Carlos R. Hamilton III, M.D.              

	 
	Carlos R. Hamilton III, M.D., Director

	 
	 

	 
	 

	 
	Hamilton Physician Services, LLC

	 
	 

	 
	By: /s/ Carlos R. Hamilton III, M.D.              

	 
	Carlos R. Hamilton III, M.D., Manager

	 
	 

	 
	 

	 
	OWNER:

	 
	 

	 
	By: /s/ Carlos R. Hamilton III, M.D.              

	 
	Carlos R. Hamilton III, M.D.

	 
	 










Signature Page to Amended and Restated Asset Purchase Agreement


3774916.5








EXHIBIT A
Form of Convertible Note
(See Attached)




Exhibit A to Amended and Restated Asset Purchase Agreement


3774916.5








EXHIBIT B
Form of Bill of Sale, Assignment and Assumption
(See Attached)




Exhibit B to Amended and Restated Asset Purchase Agreement


3774916.5








EXHIBIT C
Physician Employment & Medical Director Agreement
(See Attached)




Exhibit C to Amended and Restated Asset Purchase Agreement


3774916.5








EXHIBIT D
Form of Intellectual Property License
Intentionally Omitted


Exhibit D to Amended and Restated Asset Purchase Agreement


3774916.5








EXHIBIT E-1
Form of Sellers’ Closing Certificate


Exhibit E-1 to Amended and Restated Asset Purchase Agreement


3774916.5












EXHIBIT E-2
Form of Owner’s Closing Certificate


Exhibit E-1 to Amended and Restated Asset Purchase Agreement


3774916.5













Exhibit E-2 to Amended and Restated Asset Purchase Agreement


3774916.5








EXHIBIT F 
 
Form of Buyer’s Closing Certificate
















Exhibit F to Amended and Restated Asset Purchase Agreement


3774916.5








EXHIBIT G 
 
Transition Services Agreement














































Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5














Schedule 1.1(a)
Purchased Assets/Contracts




The following contracts:


1. Cost per Image Rental Agreement, dated April 25, 2013, between CIT Finance, LLC and Dahill, on the one hand, and Carlos R. Hamilton, III, M.D., PA, on the other hand, for:


	
			
	Model
	Serial Number
	Date

	3635x
	BB1566980
	4/25/13

	6605DN
	XL3598539
	4/25/13






2. Image Management Agreement, dated September 5, 2013, as amended, by and among Wells Fargo Financial Services, Inc., Dahill, Carlos R. Hamilton, III, M.D., PA and ImageCare Maintenance Agreement, dated September 5, 2013, between Carlos R. Hamilton, III, M.D., P.A. and Dahill, for:


	
			
	Model
	Serial Number
	Date

	3635x
	LBP263567
	9/5/13

	3635x
	LBP262057
	9/5/13

	6605DN
	XL3600844
	9/5/13






3. Dahill 360 Total Print Program agreement, dated December 23, 2013, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	6605DN
	XL3604843
	12/23/13






4. Dahill Print Programs agreement, dated August 4, 2014, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	6605DN
	XL3612020
	8/4/13






5.  Amendment to Image Management Agreement, dated October 16, 2014, between Wells Fargo Financial Services, Inc. and Dahill, on the one hand, and Carlos R. Hamilton, III, M.D., PA, on the other hand, and Maintenance Agreement, dated October 16, 2013, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:






Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
			
	Model
	Serial Number
	Date

	7845
	MX4361359
	10/16/14

	7845
	MX4357869
	10/16/14

	4260x
	E58587695 (?)
	10/16/14






6.  Dahill Print Programs agreement, dated October 16, 2014, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	3615DN
	A28199853
	10/16/14

	3615DN
	A28199855
	10/16/14

	6605DN
	XL3614769
	10/16/14






7.  Dahill Print Programs agreement, dated March 19, 2015, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	3615
	A2T204144
	3/19/15






8.  Dahill Print Programs agreement, dated April 21, 2015, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	6605DN
	XL3619829
	4/21/15






9.  Dahill Print Programs agreement, dated May 12, 2015, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	6605DN
	XL3620476
	5/12/15






10.  Dahill Print Programs agreement, dated July 17, 2015, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:




	
			
	Model
	Serial Number
	Date

	3615
	A2T381528
	7/17/15






11.  Dahill Print Programs agreement, dated August 14, 2015, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	3615
	A2T379496
	8/14/15








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5









12.  Lease Agreement, dated February 11, 2016, as amended, between Carlos R. Hamilton III, M.D., PA and FCB Fort Bend Holdings LLC for property located at 4690 Sweetwater Boulevard, Suite 200 and Suite 160, Sugar Land, Texas, 77479.


13.  Sublease, dated December 20, 2012, between Hamilton Physician Services, LLC and Community Bank of Texas (successor-by-merger of Founders Bank, SSB and Vista Bank Texas) for property located at 4690 Sweetwater Boulevard, Suite 113, Sugar Land, Texas, 77479.


14.  Office Building Lease Agreement, dated August 7, 2013, between Hamilton Physician Services, LLC and Star 2012 Development, LP for property located at 23510 Kingsland Boulevard, Suite 100, Katy, Texas 77479.


15.  Lease Agreement, dated August 30, 2013, between Hamilton Physician Services, LLC and 251 Medical Center, LLC for property located at 251 Medical Center Boulevard, Suites 200 and 210, Webster, Texas 77598.


16.  Agreement of Lease, dated June 2014, between Hamilton Physician Services, LLC and Hede FLP for property located at 9323 Pinecroft, Suite 200, Woodlands, Texas 77380.


17.  Commercial Lease, dated July 16, 2014, as amended, between Hamilton Physician Services, LLC and Westbank Development, LLC for property located at 1650 Round Rock Avenue, Suite 100, Round Rock, Texas 78681.
18.  Sublease Agreement, dated March 1, 2016, between Hamilton Physician Services, LLC and Health Connections, P.C. d/b/a Lymphwell P.C. for a portion of the property located at 1650 Round Rock Avenue, Suite 100, Round Rock, Texas 78681.


19.  Lease Agreement, dated February 15, 2013, between Hamilton Physician Services, LLC and Office Grove Kingwood, LP for property located at 19701 Kingwood Drive, Building 1, Suite B, Kingwood, Texas 77339.


20.  Lease Agreement, dated May 13, 2015, as amended, between Hamilton Physician Services, LLC and WMPT Stone Oak, LLP for property located at 19016 Stone Oak Parkway, San Antonio, Texas  78258. Note: Buyer and Sellers acknowledge and agree that, in accordance with the First Amendment to Lease Agreement, dated May 13, 2015 (the “First Amendment”), (i) the “Suite 150 Termination Date” has occurred, (ii) Sellers no longer occupy Suite 150 (as defined in the First Amendment), and (iii) Buyer is not assuming any obligation or liability with respect to Suite 150.


21. Software License (C-Arm) between Siemens Medical Solutions USA, Inc. and Hamilton Vein Center.


22.  Luxel+ and Ring Dosimetry Service Order Form and Dosimetry Service Terms and Conditions, dated August 22, 2016, between Hamilton Vein Center and Landauer, Inc.


23.  Services Agreement, dated August 1, 2012, between Love Advertising, Inc. and Hamilton Vein Center.


24.  Master Services Agreement between AthenaHealth, Inc. and Carlos R. Hamilton, III, M.D., PA.






Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







25.  Master Services Agreement, dated December 15, 2014, General Terms and Conditions (available online) and Specific Attachment Ethernet Dedicated Internet Services Terms and Conditions, between Comcast Cable Communications Management, LLC and Hamilton Vein Center. 


26.  Customer Technology Systems Agreement, Customer Technology Systems License Agreement and Rebate Agreement, dated June 15, 2016, and Terms of Sale (available online), between McKesson Medical-Surgical Minnesota Supply Inc. and Hamilton Physician Services, LLC.


27.  Software License, Support and Warranty, dated December 1, 2013, between Smaart Medical Systems, Inc. and Hamilton Vein Center.


28.  Master Service Agreement and Customer Sales Order, dated June 8, 2015, and Terms of Service (available online), between Vonage Business, Inc. and Hamilton Vein. 


29.  Software as a Subscription Agreement, dated October 18, 2016, between Clinect Healthcare, Inc. and Carlos R. Hamilton, III, M.D., PA.


30.  Services Agreement, dated October 29, 2015, between Hamilton Vein Center and Excel Medical Waste Disposal.


31.  Collection Service Agreement, dated April 25, 2016, between Prince Parker & Associates and Carlos R. Hamilton, III, M.D., P.A.  


32.  Coverall’s Cleaning Contract between Coverall of Central Texas and Hamilton Vein Center.


33.   Service Agreement, dated May 3, 2016, between Office Pride and Hamilton Vein Center.


34.  Janitorial Service Agreement, dated September 16, 2013, between Ultra Medical Cleaning and Environmental Services and Hamilton Vein Center.
35.  Annual Medical Physics Radiation/QA survey by Benjamin Archer, Ph.D. (for Katy facility).


36.  Proposal, Investment Summary and Sales Order, dated May 23, 2014, between ADP, Inc. and Hamilton Vein Center.


37.  Quote, dated May 6, 2015, between The Weston Group and The Hamilton Institute.


38.  Combination Loan and Security Agreement (Contract Number 404858-700), dated October 10, 2013, between Hamilton Physician Services, LLC, as Debtor, and Wells Fargo, as Secured Party. Note:  This agreement is not assignable by Debtor (see Schedule 2.3).


39.  Combination Loan and Security Agreement (Contract Number 404858-701), dated June 11, 2013, between Hamilton Physician Services, LLC, as Debtor, and Wells Fargo, as Secured Party. Note:  This agreement is not assignable by Debtor (see Schedule 2.3).






	
													
	Location
	Category
	 
	Item Description
	Manufacturer
	Model Number
	Serial Number
	Date Purchased
	Purchase Price
	Warranty Expiration
	Owned/
Leased
	Condition
	Notes

	Clear Lake
	Furniture - Medical
	5
	tilt bed 
	Hill Labs (Tilt)
	HA90V 
	 
	 
	 
	 
	 
	Excellent
	 








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
													
	Clear Lake
	Furniture - Medical
	9
	exam table with stool
	Hill Labs (Tilt)
	9133-30
	 
	 
	 
	 
	 
	Good
	 

	Clear Lake
	Furniture - Medical
	2
	300 lbs weight scale 
	Other
	4500007237
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Appliances
	1
	refrigerator 
	Other
	FFHS2622MS5
	4A31604587
	 
	 
	 
	 
	Good
	 

	Clear Lake
	Furniture - General
	2
	pier 1 end  round table 
	Other
	32011
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Lamps
	2
	table lamp
	Circa Lighting
	s 30151BR-NP
	 
	 
	 
	 
	 
	 
	 

	Clear Lake
	Furniture - General
	26
	EXAM / BREAK CHAIR W ARMS 
	Debner
	N60CC
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	5
	EXAM/BRAKE CHAIR ARMLESS 
	Debner
	N60DD
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	8
	task chairs 
	Debner
	HMH01
	 
	 
	 
	 
	 
	Good
	 

	Clear Lake
	Furniture - General
	3
	lobby chair- beige 
	Debner
	39L-GWXX
	4631
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	12
	lobby cahir - green 
	Debner
	39U-GWXX
	98233
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	7
	lobby Bariatric chair 
	Debner
	39A-BWAA
	 
	 
	 
	 
	 
	Excellent
	some are stained worn out

	Clear Lake
	Furniture - General
	1
	one seat lobby lounge 
	Debner
	N78LAU
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	1
	Bariatric lounge chair 
	Debner
	N78LEU
	 
	 
	 
	 
	 
	Excellent
	one leg is missing the stopper, overall good. 

	Clear Lake
	Furniture - General
	1
	conference table 
	Debner
	32WX28H
	 
	 
	 
	 
	 
	Good
	not stable

	Clear Lake
	Appliances
	1
	panasonic microwave 
	Other
	NN-SN6155
	 
	 
	 
	 
	 
	Fair
	 

	Clear Lake
	Furniture - General
	4
	console table 
	Debner
	ECN1948CSW
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	1
	24X24 end table 
	Debner
	ECN2424ENW
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	4
	fabric blue armless chair 
	Other
	912615
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Lamps
	1
	green hourglass lamp 
	Other
	L113547K0
	76,250
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - Medical
	7
	single mayo stand
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Clear Lake
	Furniture - Medical
	7
	large 4wheel cart 
	Quick Medical (Exam)
	N/A
	 
	 
	 
	 
	 
	Poor
	2 OF THEM ARE BENT FROM THE SIDES 

	Clear Lake
	Furniture - Medical
	1
	XL  4 wheel cart 
	Quick Medical (Exam)
	3G010420
	 
	 
	 
	 
	 
	Fair
	 

	Clear Lake
	Appliances
	1
	M9 ultra autoclave 
	Other
	M9-022
	V1177843
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Appliances
	1
	M7 speed clave- autoclave 
	Other
	M7-022
	V10516
	 
	 
	 
	 
	Fair
	 

	Clear Lake
	Miscellaneous
	2
	Eeverst&Jennings Wheelchair 
	Other
	11T-1578308
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Artwork
	2
	sunflower canvas yellow 
	MadHam Photography
	N/A
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Artwork
	2
	sunflower canvas black/white 
	MadHam Photography
	 
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Artwork
	1
	beach/turtle canvas 
	MadHam Photography
	 
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Artwork
	1
	dog on rail tracks canvas x1
	MadHam Photography
	 
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Artwork
	1
	kayak on the water canvas x1
	MadHam Photography
	 
	 
	 
	 
	 
	 
	Excellent
	 








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
													
	Clear Lake
	Artwork
	1
	roots/tree vertical canvas x1
	MadHam Photography
	 
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Artwork
	2
	roots/tree horizontal canvas x2
	MadHam Photography
	 
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Artwork
	3
	yellow rose canvas x 3
	MadHam Photography
	 
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Artwork
	1
	Houston skyline canvas x1
	MadHam Photography
	 
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	1
	6ft 30x72 four door x1
	Office Depot
	KT613
	3072E
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	3
	5ft 4door storage cabinet 61x23- x3
	Office Depot
	7159971
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	3
	6ft 71x29 2door storage cabinet x3
	Office Depot
	n/a
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	1
	5ft 60x21 four door file cabinet x1
	Office Depot
	N/A
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - Medical
	4
	bowmen metal glove dispenser x 4
	Other
	N/A
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	1
	pier 1 import console table 48x14 - 1
	Other
	112010
	 
	 
	 
	 
	 
	Good
	 

	Clear Lake
	Furniture - General
	1
	54x19 four door file x1 
	Other
	N/A
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	1
	tv stand 29x19
	Other
	W176510
	509926
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - General
	2
	71x23 long cherry desk x2
	Other
	N/A
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Miscellaneous
	14
	black trash can x 14
	Other
	N/A
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Furniture - Medical
	4
	plastic 30x5.5 glove dispenser x4
	Other
	N/A
	 
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Appliances
	3
	RFA generator 
	Other
	RFG2
	20122025AR
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Appliances
	2
	Klein infiltration pump
	Other
	KIP-11
	HK15M041912
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Appliances
	1
	Vnus infiltration pump 
	Other
	TPMP-01
	2194V1109R
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Appliances
	2
	Medco infiltration pump
	Other
	755490
	E13002730
	 
	 
	 
	 
	Fair
	 

	Clear Lake
	Appliances
	1
	 keurig black 
	Other
	K150P
	M0064953
	 
	 
	 
	 
	Fair
	 

	Clear Lake
	Appliances
	1
	Keurig maroon 
	Other
	K70
	24ZV
	 
	 
	 
	 
	Good
	 

	Clear Lake
	Appliances
	1
	Keurig black/silver 
	Other
	KB200
	E0088645
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Appliances
	1
	Keurig black 
	Other
	K150
	J0212612
	 
	 
	 
	 
	Good
	 

	Clear Lake
	Storage
	1
	Milwauwke dolly 
	Office Depot
	30087
	 
	 
	 
	 
	 
	Good
	 

	Clear Lake
	Appliances
	1
	BioMedix stand 
	Other
	N/A
	21XYP12
	 
	 
	 
	 
	Excellent
	 

	Clear Lake
	Appliances
	1
	HP SEND SCANNER 
	Other
	desk jet 2540
	CN48L475DF
	 
	 
	 
	 
	Excellent
	 

	CBO
	Storage
	11
	 47x68 (5) shelf unit 
	Office Depot
	 
	 
	 
	 
	 
	 
	Excellent
	 

	CBO
	Miscellaneous
	2
	mayo stands
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	 

	CBO
	Miscellaneous
	2
	(3) tier stands
	Other
	 
	 
	 
	 
	 
	 
	Fair
	 

	CBO
	Miscellaneous
	15
	 trash cans
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Furniture - General
	28
	 cubicles
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Appliances
	1
	floor fan
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Storage
	3
	36x65 (5) shelf unit
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Storage
	1
	77x68x24 (4) shelf unit
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Furniture - General
	1
	conference table 
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Furniture - General
	50
	executive chairs with arms
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Furniture - General
	1
	chair without arms
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Artwork
	34
	art pieces
	MadHam Photography
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Furniture - General
	4
	"L" shaped wooden desk
	Office Depot
	 
	 
	 
	 
	 
	 
	Fair
	desks are old and scratched








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
													
	CBO
	Furniture - General
	3
	 desk
	Office Depot
	 
	 
	 
	 
	 
	 
	Good
	these desks are in pretty good condition

	CBO
	Furniture - General
	1
	sofa table
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Furniture - General
	1
	coffee table
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Furniture - General
	3
	15x21 file cabinets
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Furniture - General
	9
	36x28 file cabinet
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Furniture - General
	1
	task chair
	Debner
	HMH01
	 
	 
	 
	 
	 
	Excellent
	 

	CBO
	Miscellaneous
	16
	recycle cans
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Miscellaneous
	1
	AED
	Other
	Zoll AEDPLUS IP55
	X1C657129
	 
	1500
	 
	 
	Excellent
	gently used

	CBO
	Miscellaneous
	2
	adult CPR mannequins
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	 

	CBO
	Miscellaneous
	1
	infant CPR mannequin
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	 

	CBO
	Miscellaneous
	1
	Hamilton Vein sign
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	 

	CBO
	Miscellaneous
	4
	 O2 tank carts
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	 

	CBO
	Miscellaneous
	1
	folding screen
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	 

	CBO
	Appliances
	1
	medication freezer
	Other
	Edgestar CRF150SS-1
	15072070220
	 
	179
	 
	 
	Excellent
	 

	CBO
	Appliances
	1
	whirpool frig
	Other
	ER8AHKXRS03
	VSW2691038
	 
	 
	 
	 
	Excellent
	 

	CBO
	Appliances
	1
	microwave
	Other
	UMC25200BAS
	12216606NL
	 
	 
	 
	 
	Excellent
	 

	CBO
	Furniture - General
	3
	36x67 (5) drawer file cabinets
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	 

	CBO
	Miscellaneous
	1
	2 step ladder
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	CBO
	Furniture - General
	1
	 15x28 (2) drawer file cabinet
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Katy
	Furniture - Medical
	5
	Hill adjustable tilt tables
	Hill Labs (Tilt)
	HA90V
	111522, 131106, 141426, 131108, 131105
	 
	 
	 
	 
	Excellent
	 

	Katy
	Furniture - General
	2
	One seat lounge chair (pre/postop)
	Debner
	N78LAU
	1255, 1254
	 
	 
	 
	 
	Excellent
	 

	Katy
	Furniture - General
	1
	Bariatric Lounge chair (pre/postop)
	Debner
	N78LEU
	131
	 
	 
	 
	 
	Excellent
	 

	Katy
	Lamps
	4
	Table lamps (circa aspen)
	Circa Lighting
	S 3051BR-NP
	BZ13072777(2), BZ13072876(2)
	 
	 
	 
	 
	Excellent
	 

	Katy
	Furniture - General
	12
	computer chairs
	Other
	N15MMS
	3723, 3732, 3726, 3720, 3727, 3730, 3728, 3725, 3722, 3721, 3724, 3729
	 
	 
	 
	 
	Excellent
	 

	Katy
	Furniture - General
	1
	computer chair
	Other
	N80AA
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Furniture - General
	1
	computer chair
	Other
	SKU# 817765
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	3
	RF Generators 
	Other
	RFG2 (2), RFG3 (1)
	2013518AR3, 20132534AR3, 20150104PX16
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	3
	Pumps
	Other
	KIP-11 (2), TPMP-01 (1)
	HK14M071501, HK14M071479, 5847U1203R
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	6
	3 tier carts 
	Other
	n/a
	n/a
	 
	 
	 
	 
	Good
	 

	Katy
	Miscellaneous
	7
	mayo stands
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Katy
	Miscellaneous
	1
	Scale
	Other
	450KL
	4500007347
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	1
	Autoclave
	Other
	M9-022
	V1408363
	 
	 
	 
	 
	Excellent
	 

	Katy
	Storage
	4
	Tall silver shelfs (48Wx24Lx75H)
	Other
	n/a
	n/a
	 
	 
	 
	 
	Good
	 








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
													
	Katy
	Storage
	4
	Husky Stackables (31.5Wx17Lx14H)
	Other
	SKU# 698805
	n/a
	 
	 
	 
	 
	Fair
	 

	Katy
	Storage
	1
	Medium Metal Shelf (35Wx13.5Lx54H)
	Other
	16510
	n/a
	 
	 
	 
	 
	Good
	 

	Katy
	Miscellaneous
	2
	Paper towel holders
	Other
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Artwork
	21
	MadHam pictures
	MadHam Photography
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Artwork
	1
	HVC sign
	Other
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	18
	 Misc. picture frames throughout office
	Other
	n/a
	n/a
	 
	 
	 
	 
	Good
	 

	Katy
	Appliances
	1
	Breakroom refrigerator
	Other
	FFHS2622MSF
	4A31604677
	 
	 
	 
	 
	Excellent
	 

	Katy
	Appliances
	1
	Breakroom microwave
	Other
	NN-SN6615
	6B73230002
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	2
	Lg gray trash can
	Other
	FG354000GRAY
	n/a
	 
	 
	 
	 
	Good
	 

	Katy
	Miscellaneous
	13
	Medium black trash cans
	Other
	FG295700BLA
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	7
	small black trash cans
	Other
	FG295600BLA
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Furniture - General
	3
	"L" computer desks 
	Other
	n/a
	n/a
	 
	 
	 
	 
	Fair
	 

	Katy
	Furniture - General
	1
	computer desk
	Other
	n/a
	n/a
	 
	 
	 
	 
	Fair
	 

	Katy
	Appliances
	1
	front office refrigerator
	Other
	FFPE45B2QM
	KA51360345
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	5
	fire escape plans
	Other
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Furniture - General
	1
	Bathroom cabinet
	Other
	n/a
	n/a
	 
	 
	 
	 
	Good
	 

	Katy
	Furniture - General
	1
	cabinet in checkout cubby
	Other
	n/a
	n/a
	 
	 
	 
	 
	Good
	 

	Katy
	Storage
	1
	safety deposit box at nurse's station
	Other
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Storage
	1
	4 drawer plastic storage container at nurse's station
	Other
	n/a
	n/a
	 
	 
	 
	 
	Good
	 

	Katy
	Miscellaneous
	8
	recycle bins
	Other
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Storage
	2
	single tier locker (6/ tier)
	Other
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	1
	clothing rack
	Other
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	10
	glove boxes
	Other
	n/a
	n/a
	 
	 
	 
	 
	Good
	 

	Katy
	Miscellaneous
	1
	x-mas tree with lights and ornaments
	Other
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	1
	white fold up table
	Other
	n/a
	n/a
	 
	 
	 
	 
	Fair
	 

	Katy
	Storage
	1
	Black shelf (72Hx42.5Lx17.5W)
	Other
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	2
	2 step stool
	Other
	n/a
	n/a
	 
	 
	 
	 
	Good
	 

	Katy
	Miscellaneous
	2
	AED
	Other
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy
	Miscellaneous
	1
	Large Round Black trash can
	Other
	n/a
	n/a
	 
	 
	 
	 
	 
	 

	Katy Angio
	Furniture - Medical
	4
	Amico Transport stretchers
	Other
	n/a
	C001-075, C001-076, C001-077, C001-078
	 
	 
	 
	 
	Excellent
	 

	Katy Angio
	Furniture - Medical
	4
	Angiosuite over bed tables
	Other
	n/a
	GF8902
	 
	 
	 
	 
	Excellent
	 

	Katy Angio
	Miscellaneous
	4
	Utility Baskets
	Other
	n/a
	130907-MON-BB
	 
	 
	 
	 
	Excellent
	 

	Katy Angio
	Furniture - General
	1
	Restroom storage table
	Other
	12011
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy Angio
	Appliances
	1
	Refrigerator
	Other
	FFPE45L2QM
	D89-43726101-15414
	 
	 
	 
	 
	Excellent
	 

	Katy Angio
	Furniture - Medical
	1
	Procedure table (59.5x24)
	Other
	T0005
	080415-032
	 
	 
	 
	 
	Excellent
	 

	Katy Angio
	Appliances
	1
	towel warmer
	Other
	DC350
	1614598-000
	 
	 
	 
	 
	Excellent
	 

	Katy Angio
	Miscellaneous
	1
	Lg step on waste can 
	Other
	9923BL
	n/a
	 
	 
	 
	 
	Good
	 

	Katy Angio
	Storage
	1
	Lead Rack
	Other
	16410
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy Angio
	Storage
	1
	4 Skirt Hangers 
	Other
	16402
	n/a
	 
	 
	 
	 
	Excellent
	 








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
													
	Katy Angio
	Furniture - Medical
	1
	Float table
	Other
	STI-VASCTOP
	071715-01
	 
	 
	 
	 
	Excellent
	 

	Katy Angio
	Furniture - Medical
	1
	Emergency stop on float table
	Other
	VMAX-T
	081815-01
	 
	 
	 
	 
	Excellent
	 

	Katy Angio
	Appliances
	5
	5 Cardiogram monitors
	Other
	CAT 8100EP-US
	216061252, 216061253, 216061254, 216061255, 216061256
	 
	 
	 
	 
	Excellent
	 

	Katy Angio
	Storage
	1
	crash cart 
	Other
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Katy Angio
	Miscellaneous
	1
	double step stool
	Other
	n/a
	n/a
	 
	 
	 
	 
	Excellent
	 

	Sugar Land
	Storage
	5
	wooden cabinet 
	Office Depot
	 
	 
	 
	 
	 
	 
	Fair
	black

	Sugar Land
	Furniture - General
	1
	Small coffee table
	Other
	 
	 
	 
	 
	 
	 
	good
	green

	Sugar Land
	Appliances
	4
	generators
	 
	RFG2
	20113729BP, 20113615BP, 20111630BP, 2011707001
	 
	 
	 
	 
	 
	 

	Sugar Land
	Appliances
	4
	pumps
	 
	TPMP-01, Klein 
	HK14M111677, HK14M10166, 3812u1106R, 3587u1006R
	 
	 
	 
	 
	 
	 

	Sugar Land
	Furniture - Medical
	8
	Tilt table/stool
	Hill Labs (Tilt)
	 
	 
	 
	 
	 
	 
	Excellent
	room 6

	Sugar Land
	Furniture - General
	1
	Task Chairs
	Other
	HMH01
	 
	 
	 
	 
	 
	good
	brown

	Sugar Land
	Furniture - Medical
	1
	Mayo stand
	Other
	 
	 
	 
	 
	 
	 
	Good
	IKEA

	Sugar Land
	Furniture - General
	1
	Computer stand
	Other
	 
	 
	 
	 
	 
	 
	Good
	black

	Sugar Land
	Lamps
	1
	Standing lamp
	Circa Lighting
	 
	 
	 
	 
	 
	 
	Excellent
	Tv room

	Sugar Land
	Furniture - General
	4
	Lobby Chair With Upholstered Back
	Debner
	39U-GWXX
	 
	 
	 
	 
	 
	Good
	Zebra print

	Sugar Land
	Furniture - General
	2
	Lobby Chair with Wood Back
	Debner
	39B-GWXX
	 
	 
	 
	 
	 
	 
	 

	Sugar Land
	Furniture - General
	2
	Lobby Chair with Wood Back with arms
	Debner
	39B-GWXX
	 
	 
	 
	 
	 
	 
	 

	Sugar Land
	Furniture - General
	1
	Coffee table
	Other
	 
	 
	 
	 
	 
	 
	Fair
	Brown wood

	Sugar Land
	Artwork
	41
	medium
	MadHam Photography
	 
	 
	 
	 
	 
	 
	Excellent
	 

	Sugar Land
	Furniture - General
	2
	Zebra print chairs
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Sugar Land
	Furniture - General
	2
	oversized Upholstered chair
	Debner
	 N78LAU 
	 
	 
	 
	 
	 
	 
	 

	Sugar Land
	Miscellaneous
	1
	 44" TV
	Other
	 
	MC11430060
	 
	 
	 
	 
	Excellent
	Panasonic

	Sugar Land
	Furniture - General
	1
	Dinner table
	Other
	 
	 
	 
	 
	 
	 
	Poor
	 

	Sugar Land
	Furniture - General
	4
	Tall kitchen chair 
	Other
	 
	 
	 
	 
	 
	 
	Poor
	 

	Sugar Land
	Appliances
	1
	Toaster oven
	Other
	 
	 
	 
	 
	 
	 
	Good
	Black & Decker

	Sugar Land
	Appliances
	2
	Microwave
	Other
	 
	 
	 
	 
	 
	 
	Good
	Emerson

	Sugar Land
	Appliances
	1
	Refrigerator
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	Frigidaire Gallery

	Sugar Land
	Miscellaneous
	1
	Large picture frame
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Storage
	1
	brown cubby
	Other
	 
	 
	 
	 
	 
	 
	Fair
	 

	Sugar Land
	Miscellaneous
	1
	K cup carousel stand
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Miscellaneous
	1
	Tall garbage can
	Other
	 
	 
	 
	 
	 
	 
	Fair
	grey

	Sugar Land
	Miscellaneous
	2
	Step on waste can
	Quick Medical (Exam)
	 
	 
	 
	 
	 
	 
	Good
	silver/black

	Sugar Land
	Furniture - Medical
	2
	Ikea table (silver)
	Other
	 
	 
	 
	 
	 
	 
	Good
	IKEA








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
													
	Sugar Land
	Miscellaneous
	2
	IV Pole
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	 

	Sugar Land
	Miscellaneous
	12
	space heater
	Office Depot
	 
	 
	 
	 
	 
	 
	Good
	Holmes

	Sugar Land
	Miscellaneous
	5
	Napkin holder
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	 

	Sugar Land
	Furniture - General
	2
	Computer stand
	Other
	 
	 
	 
	 
	 
	 
	Good
	black

	Sugar Land
	Furniture - General
	5
	Exam /Break Chair Armless
	Debner
	N60DD
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Miscellaneous
	1
	Clock
	Office Depot
	 
	 
	 
	 
	 
	 
	Poor
	 

	Sugar Land
	Furniture - General
	5
	Exam/ break green chair arms
	Debner
	N60CC
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Miscellaneous
	4
	Large Hvc frame
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	 

	Sugar Land
	Furniture - Medical
	3
	Rolling stools (walmart)
	Other
	 
	 
	 
	 
	 
	 
	Good
	Midmark

	Sugar Land
	Miscellaneous
	9
	glove holder
	Other
	 
	 
	 
	 
	 
	 
	Good
	In all the rooms

	Sugar Land
	Miscellaneous
	3
	Recyclin bin
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Furniture - General
	6
	Leather rolling chair
	Other
	 
	 
	 
	 
	 
	 
	Fair
	black

	Sugar Land
	Furniture - General
	2
	Cloth rolling chair
	Other
	 
	 
	 
	 
	 
	 
	Good
	black

	Sugar Land
	Furniture - Medical
	10
	Mayo stand 
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Furniture - Medical
	5
	3 tier Carts
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Storage
	1
	3 tier basket organizer
	Office Depot
	 
	 
	 
	 
	 
	 
	Good
	restroom

	Sugar Land
	Storage
	2
	Rolling Plastic drawer 
	Office Depot
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Furniture - General
	3
	 Big desk 
	Office Depot
	 
	 
	 
	 
	 
	 
	Fair
	 

	Sugar Land
	Furniture - General
	2
	small desks 
	Office Depot
	 
	 
	 
	 
	 
	 
	Fair
	 

	Sugar Land
	Appliances
	1
	mini refrigerator
	Other
	 
	 
	 
	 
	 
	 
	Good
	Haier

	Sugar Land
	Furniture - Medical
	4
	step stool 
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Furniture - General
	1
	Small table
	Other
	 
	 
	 
	 
	 
	 
	Good
	black

	Sugar Land
	Furniture - General
	17
	Lobby Chair With Upholstered Back Debner
	Debner
	39U-GWXX
	 
	 
	 
	 
	 
	Fair
	 

	Sugar Land
	Lamps
	2
	table lamp
	Circa Lighting
	Circa Aspen Table Lamp Model S 3051BR-NP
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Furniture - General
	2
	Side table
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Furniture - General
	1
	wall table
	Other
	 
	 
	 
	 
	 
	 
	Good
	brown wood

	Sugar Land
	Miscellaneous
	5
	small frames
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Miscellaneous
	12
	trash can
	Office Depot
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Storage
	1
	2 drawer file cabinet
	Office Depot
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Storage
	3
	4 tiered organizer
	Office Depot
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Storage
	1
	Big shelves (63X47)
	Office Depot
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Storage
	1
	small shelves (35.25X55)
	Office Depot
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Storage
	2
	Big shelves (72X35) 
	Office Depot
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Storage
	1
	Small shelves (55X44)
	Office Depot
	 
	 
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Appliances
	1
	Autoclave
	Other
	Midmark M9
	V1404937
	 
	 
	 
	 
	Good
	 

	Sugar Land
	Storage
	1
	 Small shelves with bin (57X44)
	Office Depot
	 
	 
	 
	 
	 
	 
	Poor
	 

	Sugar Land
	Miscellaneous
	1
	Christmas tree and decorations
	Other
	 
	 
	 
	 
	 
	 
	Poor
	 

	Round Rock
	Lamps
	2
	lamps in waiting room
	Circa Lighting
	Circa Aspen Table Lamp Model S 3051BR-NP
	 
	 
	 
	 
	 
	Excellent
	 

	Round Rock
	Artwork
	20
	20 pictures
	MadHam Photography
	 
	 
	 
	 
	 
	 
	 
	 








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
													
	Round Rock
	Furniture - General
	3
	Lobby Chair with Wood Back
	Debner
	Debner Timberland Model 39B-GWXX
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - General
	13
	Lobby Chair With Upholstered Back
	Debner
	Debner Timberlane Model 39U-GWXX
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - General
	3
	End Tables
	Debner
	Debner Escalade 24X24 End Table; Model ECN2424ENW
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - General
	2
	Console Tables
	Debner
	Debner Escalade 19DX48W Console Table; Model ECN1948CSW
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - General
	2
	Kitchen tables rectangle
	Debner
	Debner 32WX28H Conference Table
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - General
	1
	kitchen table round
	Debner
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - General
	15
	green chairs
	Debner
	Debner Model N60CC
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Miscellaneous
	19
	trash cans
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	3
	exam tables
	Debner
	Model 9133-30; Styeline Specialty Exam Table w/ Stool
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	7
	rolling chairs
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - General
	17
	desk rolling chairs
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	5
	72X55 black shelves
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	1
	77X48 black shelf rack
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	1
	metal cabinet 36X71
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	4
	black wooden cabinets
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	1
	computer stand
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	6
	select metal rolling carts
	Quick Medical (Exam)
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	3
	terason stands
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - General
	4
	bariatric chairs
	Debner
	Debner Timberlane; Model 39A-BWAA
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - General
	3
	bariatric chairs
	Debner
	Debner Model N78LEU - Lobby Bariatric Lounge Chair
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - General
	5
	single lounge chairs
	Debner
	Debner Model N78LAU - Lobby Lounge
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	10
	mayo stands
	Quick Medical (Exam)
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	1
	33X32 white push cart
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	6
	tilt tables
	Hill Labs (Tilt)
	Hill Adjustable HA90V - 30" Wide w/ Footboard, Paper Roll, Pneumatice Stool Serial# R12-111048
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Appliances
	4
	pumps
	Other
	Model KIP II
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Appliances
	4
	generators
	Other
	Serial#20134808AR3
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - Medical
	1
	m9 utraclave autoclave
	Other
	M9-022
	V1507560
	 
	 
	 
	 
	 
	 

	Round Rock
	Appliances
	2
	parks keurig machines
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Appliances
	1
	single serve keurig
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Appliances
	1
	microwave
	Other
	 
	6B44060769
	 
	 
	 
	 
	 
	 

	Round Rock
	Appliances
	1
	dishwasher
	Other
	GLD696DOSS
	AF800526C
	 
	 
	 
	 
	 
	 

	Round Rock
	Appliances
	1
	refrigerator
	Other
	 
	4A35001279
	 
	 
	 
	 
	 
	 








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
													
	Round Rock
	Furniture - General
	2
	L shaped desks-Physicians
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Round Rock
	Furniture - General
	2
	desks
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - Medical
	5
	Tilt Table w/ (4) stool 
	Hill Labs (Tilt)
	HA90V 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - Medical
	2
	Styeline Specialty Exam Table w/ Stool
	Quick Medical (Exam)
	9133-30
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - Medical
	6
	Pedigo Mayo Stand 21.25 Inch
	Other
	P-1069-SS
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Miscellaneous
	1
	Health o Meter 350lb Scale
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	9
	Rolling High back office Chairs
	Debner
	HMH01
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	4
	Shelving Units 48x72
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	2
	Shelving Unit 36x54
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Appliances
	2
	Radiofrequency Generators 
	Other
	RFG3
	20152021PX16, 20152006PX16
	 
	 
	 
	 
	 
	 

	San Antonio
	Appliances
	1
	Radiofrequency Generators
	Other
	RFG2
	20121838AR
	 
	 
	 
	 
	 
	 

	San Antonio
	Appliances
	1
	M9 Ultraclave 
	Other
	M9-022
	V1613808
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - Medical
	3
	Medical Stools
	Other
	305US393 Select medical
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - Medical
	1
	Juzo Shelving Unit 60x24
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - Medical
	7
	Rolling Carts 24x16
	Other
	Select Medical 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	15
	Exam Room Chairs w/ armrest 
	Debner
	N60CC
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	7
	Exam Room Chairs w/o armrest
	Debner
	N60DD
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - Medical
	3
	Klein Pumps
	Other
	HK Surgical- KIP II
	HK14M111682, HK14M101644, HK14M011038
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - Medical
	1
	Ultrasound Stand- Terason
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	1
	Wood Shelfing unit 55x22.5
	Other
	 
	 
	 
	 
	 
	 
	Fair
	Bottom Cabinet Glass door broken

	San Antonio
	Appliances
	1
	Frigidare Gallery
	Other
	 
	4A52930259
	 
	 
	 
	 
	 
	 

	San Antonio
	Appliances
	1
	Panasonic The Genius Microwave
	Other
	AP104A
	F00064W72AP
	 
	 
	 
	 
	 
	 

	San Antonio
	Artwork
	13
	Photographs
	MadHam Photography
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	3
	Wood Desk 65x30
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	2
	Round Tables
	Debner
	32WX28H
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Appliances
	1
	GE Dishwasher
	Other
	GLDT696D00SS
	GF8013276
	 
	 
	 
	 
	 
	 

	San Antonio
	Miscellaneous
	8
	Paper Towel Holder
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Miscellaneous
	14
	Medium Size Trash Cans 7gal
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Miscellaneous
	17
	Large Trash Cans 10.25gal
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	4
	Bariatric Chairs
	Debner
	Debner Timberlane; Model 39A-BWAA
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	15
	Single Lobby Chairs
	Debner
	Timberlane Model 39U-GWXX
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	4
	Lamps
	Circa Lighting
	Circa Aspen Table Lamp Model S 3051BR-NP
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	3
	End Tables
	Debner
	Debner Escalade 24X24 End Table; Model ECN2424ENW
	 
	 
	 
	 
	 
	 
	 








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
													
	San Antonio
	Furniture - General
	2
	Long Tables
	Debner
	Debner Escalade 19DX48W Console Table; Model ECN1948CSW
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Artwork
	6
	Blue Recycle Bins
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Artwork
	4
	Framed Vein Disease Posters
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Artwork
	1
	Hamilton Vein Sign 
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Miscellaneous
	1
	AED
	Other
	Zoll AEDPLUS IP55
	X15C746668
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture - General
	1
	File Cabinet 28x30
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	San Antonio
	Furniture- General 
	1
	File Cabinet 14x28
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture -General
	30
	red chairs with arms
	Debner
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture-General
	18
	green chairs without arms
	Debner
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture-General
	3
	Small wooden tables Lobby
	Debner
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture-General
	2
	Long wooden tables Lobby
	Debner
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Lamps
	4
	Table lamps (circa aspen)
	Circa Lighting
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Artwork
	25
	25 Pictures in total
	MadHam Photography
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture- General 
	3
	Bariactic Chairs
	Debner
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture-Medical
	2
	Terason stands
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Miscellaneous
	9
	Recycle Bins
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Miscellaneous
	23
	black trash can 
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Appliances
	3
	Generators
	Covidien
	RFG2
	20151228PX16, 20134813AR3
	 
	 
	 
	 
	 
	 

	Woodlands
	Appliances
	4
	Pumps
	Other
	KIP II, TPMP-01
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture - Medical
	4
	IV Poles
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture-General
	2
	Clear bens
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Appliances
	3
	Long stand Fans
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Appliances
	4
	Small round heaters
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture-General
	7
	Provider Wood desk
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Miscellaneous
	3
	White erase board
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture- Medical
	1
	Scale
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture Medical
	3
	Black Rackets 46Wx71.5L,36Wx71.5L,47Wx71.5L 4 Tier
	Office Depot
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture Medical
	1
	Silver Racket 35Wx52L 7 Tier
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture Medical
	7
	Tilt Table with Stools
	Hill Adjustable
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture Medical
	4
	Black extra Stools
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Miscellaneous
	2
	Medical carts 34Wx33L
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture- General 
	2
	Half Circle tables by Nurses station
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture-General
	7
	Black Cloth Desk Top Chairs
	Other
	 
	8DE95Q, 8D09KQ, 8C29NQ, 8DE9DQ, 8C29ZQ
	 
	 
	 
	 
	 
	 

	Woodlands
	Artwork
	1
	Hamilton Vein Center sign
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture- General 
	4
	Black Leather desktop Chairs
	Other
	 
	 
	 
	 
	 
	 
	 
	 








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
													
	Woodlands
	Miscellaneous
	4
	Metal Towel Holders 
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture- General 
	2
	Small Glass Tables (Holds brochures) RM 3and4
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture- General 
	1
	3 Row Wooden Shleve (holds brochures in consult rm)
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture- General 
	1
	Gold Mirror 48Wx32L (Rm2)
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Miscellaneous
	1
	Christmas tree with lights and Ornaments
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture-General
	1
	Black Shelve for stocking 29Wx70L
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Miscellaneous
	1
	Autoclave
	Other
	M9-022
	V1513501
	 
	 
	 
	 
	 
	 

	Woodlands
	Miscellaneous
	1
	Microwave
	Panasonic
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Miscellaneous
	1
	Refrigerator
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture- General 
	2
	White Leather Chairs
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture- General 
	6
	Brown Leather Chairs
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture- Medical
	9
	Mayo Stands
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Woodlands
	Furniture- Medical
	2
	3 Tier Carts
	Other
	 
	 
	 
	 
	 
	 
	 
	 

	Kingwood
	Appliances
	1
	Refrigerator
	Other
	FFHS2322MS6
	4A31606683
	 
	 
	 
	 
	Good
	 

	Kingwood
	Appliances
	1
	Microwave
	Other
	MW899SB
	301021978MM
	 
	 
	 
	 
	Good
	 

	Kingwood
	Furniture - General
	1
	Round Kitchen table
	Debner
	Debner 32WX28H Conference Table
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Furniture - General
	18
	Break room chairs
	Debner
	Debner Model N60CC
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Storage
	3
	Black Lateral file cabinets
	office depot
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Furniture - General
	10
	Desk Chairs
	office depot
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Furniture - General
	3
	L shape Desk
	office depot
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Furniture - General
	15
	Lobby Chair With Upholstered Back
	Debner
	Debner Timberlane Model 39U-GWXX
	 
	 
	 
	 
	 
	Excellent
	 

	Kingwood
	Furniture - General
	2
	Lobby Bariatric Chair
	Debner
	Debner Timberlane; Model 39A-BWAA
	 
	 
	 
	 
	 
	Excellent
	 

	Kingwood
	Lamps
	3
	Table Lamp
	Debner
	Circa Aspen Table Lamp Model S 3051BR-NP
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Furniture - General
	1
	Lobby coffee table
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	 

	Kingwood
	Furniture - General
	7
	Break room chairs
	Debner
	Debner Model N60DD
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Furniture - General
	1
	Lobby long middle table
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Furniture - General
	1
	End table
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Furniture - General
	1
	Middle Lobby table
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	1
	Lobby Rug
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Furniture - General
	1
	Book shelf 
	office depot
	 
	 
	 
	 
	 
	 
	Good
	3 shelf

	Kingwood
	Furniture - Medical
	4
	Exam table
	Quick Medical (Exam)
	Model 9133-30; Styeline Specialty Exam Table w/ Stool
	 
	 
	 
	 
	 
	Excellent
	 

	Kingwood
	Furniture - Medical
	1
	Tilt exam table
	Hill Labs (Tilt)
	HA90V
	130616
	 
	 
	 
	 
	Excellent
	 

	Kingwood
	Miscellaneous
	1
	Scale
	Other
	 
	 
	 
	 
	 
	 
	Excellent
	Health o meter 

	Kingwood
	Storage
	3
	Storage rack shelves
	office depot
	 
	 
	 
	 
	 
	 
	Good
	47X68X17 Storage Shelves








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
													
	Kingwood
	Furniture - General
	1
	3 shelf with bottom cabinet
	office depot
	 
	 
	 
	 
	 
	 
	Good
	3 shelf/2 cabinet book shelf

	Kingwood
	Artwork
	15
	Wall Art
	MadHam Photography
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	9
	Trash cans
	office depot
	 
	 
	 
	 
	 
	 
	Good
	8-Gallon Trash Can

	Kingwood
	Miscellaneous
	2
	recycle bins 
	office depot
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	1
	entry rug
	Other
	 
	 
	 
	 
	 
	 
	Poor
	 

	Kingwood
	Miscellaneous
	1
	1-step step ladder
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	1
	2-step step ladder
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	4
	3-tier cart (small)
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	2
	gel warmer
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Furniture - Medical
	4
	rolling stool
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	1
	Tuttnauer autoclave
	Other
	1730MKV
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	2
	3-tier cart (large)
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	5
	Mayo Stand
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Storage
	1
	Juzo Cabinets
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	2
	O2 cart with regulator
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	1
	Wheelchair
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	1
	IV pole
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	1
	Zonare US Machine
	Other
	OO86
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	1
	Sonosite US machine w/wand
	Other
	PO88-40-20
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	1
	AED
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Miscellaneous
	7
	Hamilton Vein Posters w/frames
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Lamps
	4
	Floor Lamps
	Other
	 
	 
	 
	 
	 
	 
	Good
	 

	Kingwood
	Storage
	1
	35X56X14 Storage Bin
	Other
	 
	 
	 
	 
	 
	 
	Good
	 
























Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
								
	NETWORK EQUIPMENT

	Product
	Model/Type #
	Serial/ Number
	Service Tag
	Service Code
	Bar Code
	MAC #
	Authentication Code

	8 PORT SWITCH
	TLSG108
	 
	N/A
	N/A
	N/A
	N/A
	N/A

	16 Port Switch
	 
	 
	N/A
	N/A
	N/A
	N/A
	N/A

	APC‐Smart UPS
	1000
	AS0945212709
	N/A
	N/A
	N/A
	N/A
	N/A

	APC‐UPS
	 
	2329AS0
	N/A
	N/A
	N/A
	N/A
	N/A

	APC‐UPS
	ES350
	AB0540146Z16
	N/A
	N/A
	N/A
	N/A
	N/A

	APC‐UPS
	750
	AB1351P52364
	N/A
	N/A
	N/A
	N/A
	N/A

	APC‐UPS
	750
	AB1424P17189
	N/A
	N/A
	N/A
	N/A
	N/A

	APC‐UPS
	500
	AB1330P33024
	N/A
	N/A
	N/A
	N/A
	N/A

	APC‐UPS
	1000
	3B1343X0096
	N/A
	N/A
	N/A
	N/A
	N/A

	CISCO
	WAP 200
	GKS151501TY
	N/A
	N/A
	N/A
	E8404080D18C
	 

	Cisco  5 Port Switch
	SP205
	PSJ13408F7
	N/A
	N/A
	N/A
	N/A
	N/A

	Cisco Meraki
	MR18‐HW
	Q2GD‐Q4N2‐27XY
	N/A
	N/A
	N/A
	00:18:0A:E6:DA:F0
	N/A

	Cisco Meraki
	MR18‐HW
	Q2GD‐QZEY‐QBTM
	N/A
	N/A
	N/A
	00:18:0A:E6:DA:00
	N/A

	Cisco Small Business
	WAP20
	GKS151501TY
	N/A
	N/A
	N/A
	E8404080D18C
	N/A

	CyberPower
	 
	GABAV2000150
	N/A
	N/A
	N/A
	N/A
	N/A

	Dell APC SMART‐UPS
	SURT8000RMXLT6U
	QS1410170236
	N/A
	N/A
	N/A
	N/A
	N/A

	Dell Digital DMPU KVM Switch
	DMPU2016
	510219510
	N/A
	N/A
	N/A
	N/A
	N/A

	Net Gear ProSafe
	GS116
	1mn199wx00227
	N/A
	N/A
	N/A
	N/A
	N/A

	Power Connect
	2808
	N/A
	DCXXTS1
	N/A
	(01)07898349893659
	D067E5C9C0A7
	N/A

	Power Connect
	2808
	N/A
	7NS8VS1
	1.66676E+11
	(01)07898349893659
	F8B156165289
	CN‐0C752K‐28298‐342‐0010‐A08

	Power Connect
	2816
	N/A
	CDZ1VS1
	26966322721
	(01)0789834989349893758
	F8B156165289
	CN‐0D559K‐28298‐3AE‐0300‐A08

	Power Connect
	2824
	N/A
	70GTTS1
	N/A
	(01)07898349893857
	D067E5B80119
	CN‐0F491K‐28298‐2CR‐0290‐A09

	Power Connect
	2824
	N/A
	37357M1
	349893857
	(01)07898349893857
	5CZ60AD566F9
	CN‐0F491K‐28298‐193‐0317‐A07

	Sonic Wall
	TZ 210 SERIES/ APL20‐063/C‐11164
	0017C5AD13D4
	N/A
	N/A
	 
	N/A
	JEBD‐CM5F

	SonicWALL
	TZ  215 SERIES/ APL24‐08E
	C0DEAE433DA04
	N/A
	N/A
	(01)07899489500896 
	N/A
	52H6‐T9NM

	SonicWALL
	TZ  215 SERIES/ APL24‐08E
	C0EAE4716F64
	N/A
	N/A
	(01)07899489500896 
	N/A
	HAKY‐TRPV

	SonicWALL
	TZ  215 SERIES/ APL24‐08E
	C0EAE4323760
	N/A
	N/A
	(01)07899489500896 
	N/A
	24JV‐E7H8

	SonicWALL
	TZ  215 SERIES/ APL24‐08E
	COEAE4337170
	N/A
	N/A
	(01)07899489500896
	N/A
	V3L5EUUK

	SonicWALL Consoles
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

	SonicWALL Consoles
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

	TRIPP‐LITE
	AGIB6097
	2316AS0
	N/A
	N/A
	N/A
	N/A
	N/A

	TRIPP‐LITE
	PDUMV15
	PD6967
	N/A
	N/A
	N/A
	N/A
	N/A

	TRIPPLITE SmartPro UPS
	 
	2318NLCSM628401329
	N/A
	N/A
	N/A
	N/A
	N/A










Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
							
	Location
	Manufacturer
	Model
	Serial
	Transducer Serial No.
	Warranty Expiration
	Condition

	Woodlands
	Terason
	t3200
	B4564
	11431
	9/9/2019
	Operational

	Woodlands
	Terason
	t3200
	B4470
	11139
	5/5/2019
	Operational

	Woodlands
	Terason
	t3200
	B4497
	10657
	7/7/2019
	Operational

	Woodlands
	Terason
	T3200
	B4495
	11140
	7/7/2019
	Operational

	Woodlands
	Terason
	T3200
	B4107
	9584
	9/12/2018
	Operational

	Woodlands
	GE
	VIVID S5
	0844VS5
	55274YP5
	 
	Operational

	Woodlands
	BIOMEDIX
	PADNET
	14200186A
	 
	 
	Operational

	Sugar Land
	Terason
	t3200
	B4449
	9696
	2/6/2019
	Operational

	Sugar Land
	Terason
	t3200
	B4488
	11142
	7/17/2019
	Operational

	Sugar Land
	Terason
	t3200
	B4567
	11725
	10/16/2019
	Operational

	Sugar Land
	Terason
	t3200
	B4329
	10043
	12/20/2018
	Operational

	Sugar Land
	Terason
	t3200
	B4162
	11442
	10/4/2018
	Operational

	Sugar Land
	Terason
	t3200
	B3799
	6552
	9/12/2018
	Operational

	Sugar Land
	GE
	Vivid S5
	VS53937
	99946YP6
	 
	Operational

	Sugar Land
	Sonosite
	MICROMAXX
	WK03R2
	03XJQG
	 
	Operational

	Sugar Land
	BIOMEDIX
	PADNET
	14200195
	N/A
	 
	Operational

	Sugar Land
	 
	Abdominal transducer
	12880
	 
	 
	Operational

	San Antonio
	Terason
	t3200
	B4614
	13907
	12/31/2019
	Operational

	San Antonio
	Terason
	t3200
	B4615
	12306
	12/31/2019
	Operational

	San Antonio
	SONOSITE
	Micromaxx
	WKOMWK
	03MLGG
	 
	Operational

	San Antonio
	Terason
	T3200
	B4645
	LINEAR:14315
	12/31/2019
	Operational

	San Antonio
	 
	 
	 
	CURVED:12887
	 
	Operational

	San Antonio
	BIOMEDIX
	PADNET
	14200196A
	 
	 
	Operational

	Round Rock
	Terason
	t3200
	B4651
	9186
	6/5/2020
	Operational

	Round Rock
	Terason
	t3200
	B4558
	14324
	 
	Operational

	Round Rock
	Terason
	t3200
	B4681
	14323
	6/11/2020
	Operational

	Round Rock
	Terason
	t3200
	B3587
	12304
	7/10/2018
	Operational

	Round Rock
	Terason
	T3200
	B4479
	14325
	7/17/2019
	Operational

	Round Rock
	MINDRAY
	M5
	12003091
	 
	 
	Operational

	Round Rock
	SONOSITE
	MICROMAXX
	034FXC
	 
	 
	Operational

	Kingwood
	Sonosite
	Micromaxx
	WK056F
	03P10Q
	 
	Operational

	Kingwood
	Zonare
	n/a
	05080LX111K
	06574C3120
	 
	Operational

	Katy
	Terason
	t3200
	B4068
	Linear:9482
	8/13/2018
	Operational

	Katy
	 
	 
	 
	Curved:12888
	 
	 

	Katy
	Terason
	t3200
	B4217
	9785
	11/4/2018
	Operational

	Katy
	Terason
	t3200
	B3870
	12890
	 
	Operational

	Katy
	Terason
	t3200
	B4650
	9483
	6/5/2020
	Operational

	Katy
	GE
	Vivid s5
	VS50076
	LINEAR:429045WX8
	 
	Operational

	Katy
	 
	 
	 
	Linear:138174PD8
	 
	Operational

	Katy
	BIOMEDIX
	PADNET
	14200197A
	 
	 
	Operational

	Katy
	Sonosite
	Micromaxx
	WK02HZ
	03XWQ5
	 
	Operational

	Clear Lake
	Terason
	t3200
	B4156
	10572
	3/13/2019
	Operational

	Clear Lake
	Terason
	t3200
	B3791
	8980
	4/29/2018
	Operational

	Clear Lake
	Terason
	t3200
	B3751
	8761
	3/29/2018
	Operational

	Clear Lake
	Terason
	t3200
	B4288
	9953
	12/10/2018
	Operational

	Clear Lake
	GE
	Vivid S5
	0016vs56
	Linear: 118553
	 
	Operational

	Clear Lake
	 
	 
	 
	Curved: 429057WX3
	 
	Operational

	Clear Lake
	BIOMEDIX
	Padnet
	14200191A
	 
	 
	Operational

	Katy
	GE
	Vivids5
	4447VS5
	 
	 
	Operational








COMPUTERS




Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
												
	Unit Code
	Express Service
Code
	Service Tag S/N
Number
	Operating System
	Model
	Placement
	User
	HVC Bag
	Mouse
	Date placed into
service
	Location
	 

	LAP‐THI‐001
	36015668677
	GJMSRT1
	Windows 7 Pro
	Dell Latitude E3330
	AVAILABLE
	AVAILABLE
	No
	Yes
	Sep‐13
	SL

	LAP‐THI‐004
	8705399113
	3ZYYWY1
	Windows 7 Pro
	Dell Latitude E6330
	AVAILABLE
	AVAILABLE
	No
	Yes
	Dec‐13
	SL

	LAP‐THI‐006
	13349411569
	64RW7W1
	Windows 7 Pro
	Dell Latitude E6530
	Round Rock ‐ Josh Reed
	Josh Reed
	No
	Yes
	Dec‐13
	RR

	LAP‐THI‐007
	15495800149
	749SRX1
	Windows 7 Pro
	Dell Latitude E3540
	Round Rock ‐ RFA/Exam Room 5
	RFA/Exam Room 5
	Yes
	Yes
	Dec‐13
	RR

	LAP‐THI‐010
	19732145473
	92C0CW1
	Windows 7 Pro
	Dell Latitude E6430
	Bellaire ‐ Diana Garcia
	Bellaire ‐ Diana Garcia
	Yes
	Yes
	Mar‐13
	WL

	LAP‐THI‐012
	29630942929
	DM1HXW1
	Windows 7 Pro
	Dell Latitude E6430
	AVAILABLE
	AVAILABLE
	No
	Yes
	Apr‐13
	SL

	LAP‐THI‐013
	6687387073
	32LHWW1
	Windows 7 Pro
	Dell Latitude E6430
	Sugar Land ‐ Julia Curl
	Julia Curl
	No
	Yes
	Apr‐13
	N/A

	LAP‐THI‐015
	25157430973
	BK231Z1
	Windows 7 Pro
	Dell Latitude 3330
	Woodlands ‐ RFA/Exam Room
	Woodlands ‐ RFA/Exam Room
	No
	Yes
	Nov‐13
	WL

	LAP‐THI‐016
	37734395581
	HC231Z1
	Windows 7 Pro
	Dell Latitude 3330
	Woodlands ‐ RFA/Exam Room
	Woodlands ‐ RFA/Exam Room
	No
	Yes
	Nov‐13
	KW

	LAP‐THI‐017
	26187035581
	C1331Z1
	Windows 7 Pro
	Dell Latitude 3330
	Woodlands ‐ RFA/Exam Room
	Woodlands ‐ RFA/Exam Room
	No
	Yes
	Nov‐13
	KW

	LAP‐THI‐018
	7443012061
	3F3DKV1
	Windows 7 Pro
	Dell Latitude 6530
	AVAILABLE
	AVAILABLE
	Yes
	Yes
	Oct‐14
	SL

	LAP‐THI‐021
	25649630893
	BS74LV1
	Windows 7 Pro
	Dell Latitude E6330
	Sugar Land ‐ Kim Uddin‐Perez
	Kim Uddin‐Perez
	No
	Yes
	Oct‐12
	SL

	LAP‐THI‐024
	13657114225
	69V3CS1
	Windows 7 Pro
	Dell Latitude E6520
	Woodlands ‐ RFA/Exam Room
	Woodlands ‐ RFA/Exam Room
	No
	Yes
	 
	KW

	LAP‐THI‐026
	15248074717
	706B5R1
	Windows 7 Pro
	Dell Latitude E6520
	Sugar Land ‐ Jamie Minimyer
	Sugar Land ‐ Jamie Minimyer
	No
	Yes
	 
	SL

	LAP‐THI‐027
	13139735401
	61B24Q1
	Windows 7 Pro
	Dell Latitude E6520
	AVAILABLE
	AVAILABLE
	No
	Yes
	 
	SL

	LAP‐THI‐029
	4229626717
	1XY7KV1
	Windows 7 Pro
	Dell Latititude E6330
	IT Help Desk ‐Under Construction
	IT Help Desk ‐ Under Construction
	Yes
	Yes
	Oct‐12
	SL

	LAP‐THI‐030
	7532638237
	3GKQKV1
	Windows 7 Pro
	Dell Latitude E6530
	Sugar Land ‐ Ultrasound Room 8
	Ultrsound Room 8
	No
	No
	Oct‐12
	SL

	LAP‐THI‐031
	 
	 
	 
	Dell Latitude
	AVAILABLE
	AVAILABLE
	 
	 
	 
	SL

	LAP‐THI‐033
	38572378705
	HPWZXW1
	Windows 7 Pro
	Dell Latitude E6530
	Sugar Land/ Georgia ‐ Mariana Cordona
	Mariana Cordona
	No
	Yes
	Apr‐13
	SL

	LAP‐THI‐034
	4414028113
	20ZZXW1
	Windows 7 Pro
	Dell Latitude E6530
	Sugar Land ‐ Rebecca Swearengin
	Rebecca Swearengin
	Yes
	Yes
	Apr‐13
	SL

	LAP‐THI‐035
	16683622993
	7NWZXW1
	Windows 7 Pro
	Dell Latitude E6530
	AVAILABLE
	AVAILABLE
	Yes
	Yes
	Apr‐13
	SL

	LAP‐THI‐036
	21480465025
	9VWWW1
	Windows 7 Pro
	Dell Latitude E6430
	Sugar Land ‐ Chris Johnson
	Chris Johnson
	No
	No
	Jun‐13
	KT

	LAP‐THI‐037
	33497100181
	FDZB3X1
	Windows 7 Pro
	Dell Latitude E6430
	Woodlands ‐ Katie Riley
	Woodlands ‐ Katie Riley
	Yes
	Yes
	Jun‐13
	WL

	LAP‐THI‐038
	17043581845
	7TVB3X1
	Windows 7 Pro
	Dell Latitude E6430
	AVAILABLE
	AVAILABLE
	No
	No
	Jun‐13
	SL

	LAP‐THI‐039
	28516743109
	D3M4RT1
	Windows 7 Pro
	Dell Latitude E3330
	AVAILABLE
	AVAILABLE
	No
	Yes
	Jun‐13
	SL

	LAP‐THI‐040
	26082979525
	BZD4RT1
	Windows 7 Pro
	Dell Latitude E3330
	Clear Lake Clinic ‐ RFA/Exam Room
	Clear Lake Clinic ‐ RFA/Exam Room
	No
	No
	Jun‐13
	SL

	LAP‐THI‐041
	8182005445
	3RBCR11
	Windows 7 Pro
	Dell Latitude E3330
	Sugar Land ‐ RFA/Exam Room
	Sugar Land ‐ RFA/Exam Room
	No
	Yes
	Jul‐13
	SL

	LAP‐THI‐042
	34666190533
	FXBCRT1
	Windows 7 Pro
	Dell Latitude E3330
	Katy  ‐ RFA/Exam Room
	Katy RFA ‐ RFA/Exam Room
	Yes
	Yes
	Aug‐13
	KTY

	LAP‐THI‐043
	6368020165
	2XBCRT1
	Windows 7 Pro
	Dell Latitude E3330
	Katy Clinic  ‐ RFA/Exam Room
	Katy Clinic  ‐ RFA/Exam Room
	No
	Yes
	Aug‐13
	BL

	LAP‐THI‐044
	35412552757
	G9NPWL1
	Windows 7 Pro
	Dell Latitude E5420
	Sugar Land ‐ Room 6
	Sugar Land ‐ Room 6
	No
	Yes
	Aug‐13
	SL

	LAP‐THI‐045
	10719013717
	4X9TNX1
	Windows 7 Pro
	Dell Latitude E6530
	AVAILABLE
	AVAILABLE
	No
	Yes
	Aug‐13
	SL

	LAP‐THI‐047
	1026229133
	4PPWNX1
	Windows 7 Pro
	Dell Latitude E6330
	Clear Lake ‐ David Behr
	David Behr
	Yes
	Yes
	Aug‐13
	SL

	LAP‐THI‐048
	18480477637
	8HMSRT1
	Windows 7 Pro
	Dell Latitude E6330
	Sugar Land ‐ RFA/Exam Room
	Sugar Land ‐ RFA/Exam Room
	No
	Yes
	Sep‐13
	SL

	LAP‐THI‐049
	 
	 
	Windows 7 Pro
	Dell Latitude 3330
	Sugar Land ‐ RFA/Exam Room
	Sugar Land ‐ RFA/Exam Room
	No
	Yes
	 
	SL

	LAP‐THI‐050
	30207556549
	DVKSRT1
	Windows 7 Pro
	Dell Latitude E6330
	Katy ‐ RFA/EXAM
	Katy ‐ RFA/EXAM Room
	No
	 
	Sep‐13
	KT

	LAP‐THI‐051
	33838886341
	FJMSRT1
	Windows 7 Pro
	Dell Latitude E6330
	Katy ‐ RFA/EXAM
	Katy ‐ RFA/EXAM Room
	No
	 
	Sep‐13
	KT

	LAP‐THI‐052
	34193285317
	FPHSRT1
	Windows 7 Pro
	Dell Latitude E6330
	Clear Lake ‐ RFA/Exam
	Clear Lake ‐ RFA/Exam Room
	No
	 
	Sep‐13
	CL

	LAP‐THI‐053
	16303695301
	7HMSRT1
	Windows 7 Pro
	Dell Latitude E6330
	Clear Lake ‐ RFA/Exam
	Clear Lake ‐ RFA/Exam Room
	No
	 
	Sep‐13
	CL

	LAP‐THI‐055
	42056021405
	JBD45R1
	Windows 7 Pro
	Dell Latitude E6530
	AVAILABLE
	AVAILABLE
	Yes
	Yes
	Dec‐13
	SL

	LAP‐THI‐056
	15041262961
	6WR6GS1
	Windows 7 Pro
	Dell Latitude E6330
	AVAILABLE
	AVAILABLE
	No
	Yes
	Oct‐12
	SL

	LAP‐THI‐057
	12696447889
	5TZ4XW1
	Windows 7 Pro
	Dell Latitude E6430
	AVAILABLE
	AVAILABLE
	Yes
	Yes
	 
	SL

	LAP‐THI‐058
	29594505889
	DLFSYW1
	Windows 7 Pro
	Dell Latitude E6530
	AVAILABLE
	AVAILABLE
	No
	No
	Apr‐13
	SL

	LAP‐THI‐059
	7284442681
	3CGYVY1
	Windows 7 Pro
	Dell Latitude E3540
	Sugar Land ‐ IT ‐ Under Construction
	Tina Elackatt
	Yes
	Yes
	Jan‐14
	SL

	LAP‐THI‐060
	18576501049
	8J7YVY1
	Windows 7 Pro
	Dell Latitude E3540
	Woodlands ‐ Christina Gilbert
	Christina Gilbert
	Yes
	Yes
	Jan‐14
	WL








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
												
	LAP‐THI‐061
	6606901693
	319KTZ1
	Windows 7 Pro
	Dell Latitude E6440
	Sugar Land ‐ Micah Grossman
	Micah Grossman
	No
	Yes
	Jan‐14
	SL

	LAP‐THI‐062
	2426693725
	144SGV1
	Windows 7 Pro
	Dell Latitude E6530
	Arkansas ‐ Sandy Page
	Sandy Page
	 
	 
	Aug‐12
	N/A

	LAP‐THI‐064
	N/A
	C1MK38R0DTY4
	Windows 7 Pro
	MacBook Pro
	Sugar Land ‐ IT HelpDesk  Use  ‐ ONLY ‐ Micah
	IT HelpDesk Use ‐ ONLY ‐ Micah Grossman
	No
	No
	Mar‐13
	SL

	LAP‐THI‐065
	19888562377
	94X4WY1
	Windows 7 Pro
	Dell Latitude E3540
	Round Rock ‐ RFA/Exam Room
	Round Rock ‐ RFA/Exam Room
	No
	No
	Mar‐14
	RR

	LAP‐THI‐066
	43023593161
	JRJ4WY1
	Windows 7 Pro
	Dell Latitude E3540
	Sugar Land Checkout Station 1
	Checkout Station 1 ‐ Hilla Janjua
	Yes
	Yes
	Mar‐14
	SL

	LAP‐THI‐067
	11280530377
	56K4WY1
	Windows 7 Pro
	Dell Latitude E3540
	Round Rock ‐ Heather Ledbetter
	Heather Ledbetter
	Yes
	Yes
	Mar‐14
	RR

	LAP‐THI‐070
	2335408813
	12MFWZ1
	Windows 7 Pro
	Dell Latitude E6440
	Sugar Land ‐ Tina Elackatt
	Tina Elackatt
	No
	Yes
	May‐14
	SL

	LAP‐THI‐072
	24031873226
	B1FYG22
	Windows 7 Pro
	Dell Latitude E3540
	Sugar Land ‐ Vanessa Battaglia
	Vanessa Battaglia
	Yes
	Yes
	Aug‐14
	SL

	LAP‐THI‐073
	523844042
	2F1YG22
	Windows 7 Pro
	Dell Latitude E3540
	Sugar Land ‐ Joanne Alvarado
	Joanne Alvarado
	Yes
	No
	Aug‐14
	SL

	LAP‐THI‐074
	4307338982
	1Z8h12
	Windows 7 Pro
	Dell Latitude E3340
	Woodlands ‐ RFA/Exam Room
	Woodlands ‐ RFA/Exam Room
	No
	Yes
	Aug‐14
	WL

	LAP‐THI‐075
	12829062566
	5W63C12
	Windows 7 Pro
	Dell Latitude E3340
	Sugar  Land ‐ RFA/Exam Room 3
	Sugar Land ‐ RFA/Exam Room 3
	No
	Yes
	Oct‐14
	SATX

	LAP‐THI‐076
	37984671398
	HG73C12
	Windows 7 Pro
	Dell Latitude E3340
	Sugar Land ‐ RFA/Exam Room 4
	Sugar Land ‐ RFA/Exam Room 4
	No
	Yes
	Oct‐14
	SATX

	LAP‐THI‐078
	5134501874
	2CWY702
	Windows 7 Pro
	Dell Latitude E3540
	Sugar Land ‐ Daniel Parson
	Daniel Parson
	Yes
	Yes
	Dec‐14
	SL

	LAP‐THI‐079
	42424700042
	JHMKK22
	Windows 7 Pro
	Dell Latitude E3550
	Sugar Land ‐ BioMedic Padnet Machines 1
	BioMedic Padnet Machines 1
	No
	No
	Jan‐14
	SL

	LAP‐THI‐080
	41529464714
	J2TKK22
	Windows 7 Pro
	Dell Latitude E3550
	Sugar Land ‐ BioMedic Padnet Machines 2
	BioMedic Padnet Machines 2
	No
	No
	Jan‐14
	SL

	LAP‐THI‐081
	38685127034
	HRS4J22
	Windows 7 Pro
	Dell Latitude E3540
	Sugar Land ‐ Dr. Michael Di Iorio
	Micheal Di Iorio
	Yes
	Yes
	Jan‐14
	SL

	LAP‐THI‐082
	13979608634
	6F73J22
	Windows 7 Pro
	Dell Latitude E3540
	AVAILABLE
	AVAILABLE
	Yes
	Yes
	Mar‐15
	SL

	LAP‐THI‐083
	10285854446
	4Q3XK32
	Windows 7 Pro
	Dell Latitude E6440
	San Antonio ‐ Dr. Justin Smith
	Dr. Justin Smith
	Yes
	Yes
	Mar‐15
	SANTX

	LAP‐THI‐084
	2860475582
	1BB1X32
	Windows 7 Pro
	Dell Latitude E3550
	Sugar Land ‐ Heather Grizzle
	Heather Grizzle
	Yes
	Yes
	Apr‐15
	SL

	LAP‐THI‐085
	15966965018
	7C2BH22
	Windows 7 Pro
	Dell Latitude 3450
	Round Rock ‐ RFA/Exam Room
	Round Rock ‐ RFA/Exam Room
	No
	Yes
	Mar‐15
	RR

	LAP‐THI‐086
	42358677914
	JGJ9H22
	Windows 7 Pro
	Dell Latitude 3450
	Round Rock ‐ RFA/Exam Room
	Round Rock ‐ RFA/Exam Room
	No
	Yes
	Mar‐15
	RR

	LAP‐THI‐087
	7245706718
	3BTWN32
	Windows 7 Pro
	Dell Latitude E6440
	San Antonio ‐ Jami Ryals
	Jami Ryals
	Yes
	Yes
	Apr‐15
	SANTX

	LAP‐THI‐088
	36637402934
	GTWYP12
	Windows 8
	Dell Latitude  E5440
	Woodlands ‐ BioMedic Padnet Machine 3
	BioMedic Padnet Machines 3
	No
	No
	N/A
	RR

	LAP‐THI‐089
	4471076918
	2XYP1w2
	Windows 8
	Dell Latitude  E5440
	Clearlake ‐ BioMedic Padnet Machine 4
	BioMedic Padnet Machines 4
	No
	No
	N/A
	CL

	LAP‐THI‐090
	10334616374
	4QWYP12
	Windows 8
	Dell Latitude  E5440
	Katy ‐ BioMedic Padnet Machines 5
	BioMedic Padnet Machines  5
	No
	No
	N/A
	KT

	LAP‐THI‐091
	28265583818
	CZGLK22
	Windows 7 Pro
	Dell Latitude E3550
	Katy ‐ Paula Davies
	Paula Davies
	Yes
	Yes
	Apr‐15
	SL

	LAP‐THI‐092
	14777242238
	65DZL32
	Windows 7 Pro
	Dell Latitude E6440
	Clear Lake ‐ Dr. Valenson
	AJ Valenson
	Yes
	Yes
	May
	CL

	LAP‐THI‐093
	3012603914
	1DTMK22
	Windows 7 Pro
	Dell Latitude E3550
	Katy Clinic ‐ Sheri Macrino
	Sheri Macrino
	Yes
	Yes
	May‐15
	KTY

	LAP‐THI‐094
	4669313150
	2572L32
	Windows 7 Pro
	Dell Latitude E6440
	Sugar Land ‐ Naina Janjua
	Sugar Land ‐  Naina Janjua
	Yes
	Yes
	May‐15
	SL

	LAP‐THI‐096
	14091958910
	6H1ZL32
	Windows 7 Pro
	Dell Latitude E6440
	Sugar Land ‐ Shauna Gordon
	Shauna Gordon
	No
	Yes
	May‐15
	SL

	LAP‐THI‐097
	35315586686
	G81ZL32
	Windows 7 Pro
	Dell Latitude E6440
	Sugar Land ‐ Nisha Franklin
	Nisha Franklin
	No
	Yes
	May‐15
	SL

	LAP‐THI‐098
	5309310350
	2FT0Y32
	Windows 7 Pro
	Dell Latitude E3450
	San Antonio ‐  RFA/Exam Room
	San Antonio ‐ RFA/Exam Room
	No
	Yes
	 
	SL

	LAP‐THI‐099
	32685183614
	F0JWX32
	Windows 7 Pro
	Dell Latitude E3450
	UNKNOWN
	UNKNOWN
	No
	Yes
	 
	??

	LAP‐THI‐100
	37448574590
	H7BWX32
	Windows 7 Pro
	Dell Latitude E3450
	San Antonio ‐  RFA/Exam Room
	San Antonio ‐  RFA/Exam Room
	No
	Yes
	 
	SA

	LAP‐THI‐101
	34798140542
	FZHWX32
	Windows 7 Pro
	Dell Latitude E3450
	San Antonio ‐  RFA/Exam Room
	San Antonio ‐  RFA/Exam Room
	No
	Yes
	 
	SA

	LAP‐THI‐102
	26564662910
	C7BWX32
	Windows 7 Pro
	Dell Latitude E3450
	San Antonio ‐  RFA/Exam Room
	San Antonio ‐  RFA/Exam Room
	No
	Yes
	 
	SL

	LAP‐THI‐104
	28358297102
	D0ZSQ32
	Windows 7 Pro
	Dell Latitude E6440
	Katy ‐ Meagan Ong
	Meagan Ong
	Yes
	Yes
	 
	KTY

	LAP‐THI‐106
	3741855374
	1PVSY32
	Windows 7 Pro
	Dell Latitude E3550
	Sugar Land ‐ Takia Gray
	Takia Gray
	Yes
	Yes
	 
	SL

	LAP‐THI‐107
	29003186702
	DBNQY32
	Windows 7 Pro
	Dell Latitude E3550
	Woodlands ‐ Pam Moore
	Pam Moore
	No
	Yes
	 
	SL

	LAP‐THI‐108
	42124346894
	JCNQY32
	Windows 7 Pro
	Dell Latitude E3550
	Sugar Land ‐ Emily Gonzales
	Sugar Land ‐ Emily Gonzales
	 
	 
	 
	SL

	WKS‐THI‐003
	3339321481
	1J858Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Sugar Land ‐ Billing
	Billing
	No
	Yes
	 
	SL

	WKS‐THI‐004
	333735177
	1J778Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Sugar Land ‐ Billing
	Billing
	No
	Yes
	 
	SL

	WKS‐THI‐005
	3337781833
	1J788Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Sugar Land ‐ Billing
	Billing
	No
	Yes
	 
	SL

	WKS‐THI‐006
	21680261641
	9YJV8Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Sugar Land ‐ Business Admin ‐ 2
	Sugar Land ‐ Business/Admin ‐ 2 8tts Admin ‐ 2
	No
	No
	Aug‐13
	SL
	 

	WKS‐THI‐007
	21680308297
	9YJW8Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Sugar Land ‐ Business Admin ‐ 1
	Sugar Land ‐ Business/Admin ‐ 1 8tts Admin ‐ 1
	No
	No
	Aug‐13
	SL








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
												
	WKS‐THI‐008
	34793588809
	FZF7CY1
	Windows 7 Pro
	Dell Optiplex 3010
	Sugar Land ‐ Business Admin ‐ 4
	Sugar Land ‐ Business/Admin ‐ 4 Ctts Admin ‐ 4
	No
	No
	Oct‐13
	SL
	 

	WKS‐THI‐009
	3236959513
	1HJ79Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Sugar Land ‐ Business Admin ‐ 3
	Sugar Land ‐ Business/Admin ‐ 3 9tts Admin ‐ 3
	No
	No
	Sep‐13
	SL

	WKS‐THI‐015
	11485465525
	59Y5DX1
	Windows 7 Pro
	Dell Optiplex 3010
	AVAILABLE
	AVAILABLE
	No
	Yes
	 
	SL

	WKS‐THI‐016
	11483832565
	59X6DX1
	Windows 7 Pro
	Dell Optiplex 3010
	Woodlands ‐ PCC ‐ Ext: 902
	Sylvia Lopez
	No
	Yes
	 
	KW

	WKS‐THI‐017
	11483879221
	59X7DX1
	Windows 7 Pro
	Dell Optiplex 3010
	Woodlands ‐ PCC ‐ Ext: 913
	Cristina Valdez
	No
	Yes
	 
	KW

	WKS‐THI‐018
	11483785909
	59X5DX1
	Windows 7 Pro
	Dell Optiplex 3010
	Woodlands ‐ PCC ‐ Ext: 907
	Amanda Walle
	No
	Yes
	 
	KW

	WKS‐THI‐019
	9263980297
	496L8Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Clear Lake ‐ Front Desk
	Irma Garza
	No
	Yes
	Sep‐13
	CL

	WKS‐THI‐020
	9262393993
	497J8Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Clear Lake ‐ Checkout
	Clear Lake‐ Checkout/Checkout 8ttt
	No
	Yes
	Sep‐13
	CL

	WKS‐THI‐021
	9264026953
	497K8Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Clear Lake ‐ Nurses Station
	Clear Lake ‐ Nurses Station
	No
	Yes
	Sep‐13
	CL

	WKS‐THI‐022
	9263886985
	497H8Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Clear Lake ‐ Nurses Station
	Clear Lake ‐ Nurses Station
	No
	Yes
	Sep‐13
	CL

	WKS‐THI‐023
	32834638153
	F3OW8Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Katy ‐ Nurse Station 1
	Katy ‐ Nurse Station 1
	No
	No
	Sep‐13
	KT

	WKS‐THI‐024
	32834498185
	F3OT8Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Katy ‐ Nurse Station 2
	Katy ‐ Nurse Station 2
	No
	No
	Sep‐13
	KT

	WKS‐THI‐025
	32834591497
	F30V8Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Katy ‐ Checkout ‐ Ext: 701
	‐ Katy/Checkout 8ttt
	No
	No
	Sep‐13
	KT

	WKS‐THI‐026
	32834684809
	F30X8Y1
	Windows 7 Pro
	Dell Optiplex 3010
	Katy ‐ Front Desk ‐ Ext: 700
	‐ Katy/Reception 8ttn
	No
	No
	Sep‐13
	KT

	WKS‐THI‐027
	24883811677
	BFJ6FZ1
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ Business Admin 5
	Sugar Land ‐ Business/Admin 5 Ftts Admin 5
	No
	No
	Jan‐14
	SL

	WKS‐THI‐028
	24883858333
	BFJ7FZ1
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ Billing
	Sugar Land ‐ Billing
	No
	No
	Jan‐14
	SL

	WKS‐THI‐029
	20413145666
	9DLGK02
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ Billing
	Sugar Land ‐ Billing
	No
	Yes
	Apr‐14
	SL

	WKS‐THI‐030
	10777331234
	4Y8M02
	Windows 7 Pro
	Dell Optiplex 3020
	Round Rock ‐ Front Desk ‐ Ext: 850
	Round Rock ‐ Front Desk
	No
	Yes
	Jun‐14
	RR

	WKS‐THI‐031
	21714163778
	9Z41W02
	Windows 7 Pro
	Dell Optiplex 3020
	AVAILABLE
	AVAILABLE
	No
	Yes
	Aug‐14
	SL

	WKS‐THI‐032
	5352977666
	2GJ0W02
	Windows 7 Pro
	Dell Optiplex 3020
	Woodlands ‐ Front Desk ‐ Ext: 900
	Woodlands ‐ Front Desk
	No
	Yes
	Aug‐14
	WL

	WKS‐THI‐033
	7059576422
	38R3812
	Windows 7 Pro
	Dell Optiplex 3020
	Woodlands ‐ Nurse Station 1
	Woodlands ‐ Nurse Station 1
	No
	Yes
	Oct‐14
	WL

	WKS‐THI‐034
	28585535078
	D4R3812
	Windows 7 Pro
	Dell Optiplex 3020
	Woodlands ‐ Nurse Station 2
	Woodlands ‐ Nurse Station 2
	No
	Yes
	Oct‐14
	WL

	WKS‐THI‐035
	19081753238
	8RKS712
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ Billing ‐ Ext: 336
	Sugar Land ‐ Billing
	No
	Yes
	Oct‐14
	SL

	WKS‐THI‐036
	17340552614
	7YS4812
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ Billing ‐ Ext:  332
	Sugar Land ‐ Billing
	No
	Yes
	 
	SL

	WKS‐THI‐038
	26895888038
	CCT4812
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ Billing ‐ Ext: 329
	Sugar Land ‐ Billing
	No
	Yes
	 
	SL

	WKS‐THI‐039
	4765267622
	26T4812
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ PCC ‐ Ext: 140
	Sugar Land ‐ PCC
	No
	Yes
	 
	SL

	WKS‐THI‐040
	29555861978
	DKSSP22
	Windows 7 Pro
	Dell Optiplex 3020
	Round Rock ‐ Nurses Station
	Round Rock ‐ Nurses Station 1
	No
	Yes
	Dec‐14
	RR

	WKS‐THI‐041
	27762406634
	CR50Q22
	Windows 7 Pro
	Dell Optiplex 3020
	Round Rock ‐ Nurses Station
	Round Rock ‐ Nurses Station 2
	No
	Yes
	Dec‐14
	RR

	WKS‐THI‐042
	27723727514
	CQH2P22
	Windows 7 Pro
	Dell Optiplex 3020
	Round Rock  ‐ Checkout Station ‐ Ext: 851
	Round Rock ‐ Checkout Station
	No
	Yes
	Dec‐14
	RR

	WKS‐THI‐043
	5552774354
	2JTZ842
	Windows 7 Pro
	Dell Optiplex 3020
	AVAILABLE
	AVAILABLE
	No
	Yes
	Feb‐14
	SL
	 

	WKS‐THI‐044
	16916637602
	7RRQ942
	Windows 7 Pro
	Dell Optiplex 3020
	AVAILABLE
	AVAILABLE
	No
	Yes
	Mar‐15
	SL
	 

	WKS‐THI‐045
	16914911330
	7RQP942
	Windows 7 Pro
	Dell Optiplex 3020
	AVAILABLE
	AVAILABLE
	No
	Yes
	Mar‐15
	SL

	WKS‐THI‐046
	17992991522
	89KK942
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ Nurse Station
	Sugar Land ‐ Nurse Station
	No
	Yes
	Mar‐15
	SL

	WKS‐THI‐047
	13295432162
	63VR942
	Windows 7 Pro
	Dell Optiplex 3020
	AVAILABLE
	AVAILABLE
	No
	Yes
	Mar‐15
	SL

	WKS‐THI‐048
	13272104162
	63HV942
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land Billing ‐ Ext: 330
	Sugar Land ‐ Billing
	No
	Yes
	Mar‐15
	SL
	 

	WKS‐THI‐049
	16517593982
	7L65D32
	Windows 7 Pro
	Dell Optiplex 3020
	AVAILABLE
	AVAILABLE
	No
	Yes
	May‐15
	SL
	 

	WKS‐THI‐050
	25466588030
	8P65D32
	Windows 7 Pro
	Dell Optiplex 3020
	San Antonio ‐ Front Desk ‐ Ext: 861
	San Antonio ‐ Front Desk
	No
	Yes
	May‐15
	SANTX

	WKS‐THI‐051
	3.74439E+11
	H765D32
	Windows 7 Pro
	Dell Optiplex 3020
	San Antonio ‐ Checkout ‐ Ext: 860
	San Antonio ‐ Checkout
	No
	Yes
	May‐15
	SANTX

	WKS‐THI‐053
	15192047774
	6Z8YB32
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ Nurses Station ‐ Ext: 105
	Sugar Land ‐ Nurses Station
	No
	Yes
	 
	 

	WKS‐THI‐054
	32950814366
	F4Y2B32
	Windows 7 Pro
	Dell Optiplex 3020
	Woodlands ‐ PCC ‐ Ext: 910
	Woodlands ‐ PCC
	No
	Yes
	 
	WL

	WKS‐THI‐055
	28839114398
	D8Y2B32
	Windows 7 Pro
	Dell Optiplex 3020
	San Antonio ‐ Nurses Station
	San Antonio ‐ Nurses Station
	No
	Yes
	Jul‐15
	SA

	WKS‐THI‐056
	14141516726
	6HVHS52
	Windows 7 Pro
	Dell Optiplex 3020
	San Antonio ‐  Nurses Station
	San Antonio ‐ Nurses Station
	No
	Yes
	Jul‐15
	SA

	WKS‐THI‐057
	16837472774
	7QGLH52
	Windows 7 Pro
	Dell Optiplex 3020
	Woodlands ‐ Checkout Station ‐ Ext: 901
	Woodlands ‐ Checkout Station
	No
	Yes
	 
	WL

	WKS‐THI‐058
	7134520358
	39ZPJ52
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ Billing
	Sugar Land ‐ Billing
	No
	Yes
	Aug‐15
	SL








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
												
	WKS‐THI‐059
	15841649702
	79ZPJ52
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ PCC
	Sugar Land ‐ PCC
	No
	Yes
	Aug‐15
	SL
	 

	WKS‐THI‐060
	35372224550
	G8ZPJ52
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ PCC
	Sugar Land ‐ PCC
	No
	Yes
	Aug‐15
	SL

	WKS‐THI‐061
	20013815846
	962PJ52
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ PCC
	Sugar Land ‐ PCC
	No
	Yes
	Aug‐15
	SL

	WKS‐THI‐062
	13543925014
	67ZPJ52
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ PCC
	Sugar Land ‐ PCC
	No
	Yes
	Aug‐15
	SL

	WKS‐THI‐063
	15660251174
	76ZPJ52
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ PCC
	Sugar Land ‐ PCC
	No
	Yes
	Aug‐15
	SL

	WKS‐THI‐064
	20678943782
	9HZPJ52
	Windows 7 Pro
	Dell Optiplex 3020
	Sugar Land ‐ PCC
	Sugar Land ‐ PCC
	No
	Yes
	Aug‐15
	SL

	WKS‐THI‐065
	2599557158
	16ZPJ52
	Windows 7 Pro
	Dell Optiplex 3020
	Clearl Lake ‐ Clinic Workstation ‐ Dr. Valenson Office
	Clearl Lake ‐ Clinic Workstation
	No
	Yes
	Aug‐15
	SL

	WKS‐THI‐066
	24246448166
	B4ZPJ52
	Windows 7 Pro
	Dell Optiplex 3020
	AVAILABLE
	AVAILABLE
	No
	Yes
	Aug‐15
	SL

	WKS‐THI‐067
	34381297766
	FSLQJ52
	Windows 7 Pro
	Dell Optiplex 3020
	Katy ‐Angio Suite ‐ Front Desk ‐ Ext: 712
	Katy ‐Angio Suite ‐ Front Desk
	NO
	Yes
	Aug‐15
	SL

	WKS‐THI‐068
	38298023606
	HLDNK52
	Windows 7 Pro
	Dell Optiplex 3020
	Clearlake ‐ PCC ‐ Ext: 602
	Clear Lake ‐ PCC
	No
	Yes
	Oct‐15
	CL










Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
				
	MONITORS

	Model
	Serial Number
	Workstation
	Location

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐54I‐2GCL
	San Antonio ‐ Nurses Station ‐ Ext: 864 or 865
	SA

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐
	 
	SL

	Dell P2414h, 23.8"
	CN‐5024N3‐74261‐4CO‐15DB
	Woodlands ‐ PCC ‐ Ext: 902
	WL

	Dell P2414h, 23.8"
	CN‐5024N3‐74261‐46B‐109U
	Front Desk ‐ South Austin
	SA

	Dell P2414h, 23.8"
	CN‐5024N3‐74261‐46B‐1P4U
	Front Desk ‐ South Austin
	SA

	Dell P2414h, 23.8"
	CN‐5024N3‐74261‐74A‐1P7U
	Sugar Land ‐ Front Desk ‐ Ext: 100
	SL

	Dell P2414h, 23.8"
	CN‐5024N3‐74261‐46A‐1P7U
	Front Desk ‐ South Austin
	SA

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐53R‐380B
	South Austin ‐ Front Desk ‐ Ext: 820
	SA

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐51R‐1DNL
	Sugar Land ‐ Billing ‐ Ext: 331
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐
	Round Rock ‐ Front Desk ‐ Ext: 850
	RR

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐53S‐0H0B
	San Antonio ‐ Business Desk ‐ Ext: 869
	SANTX

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐53R‐381B
	San Antonio ‐ Front Desk ‐ Ext: 860
	SANTX

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐53S‐0H4B
	San Antonio ‐ Front Desk ‐ Ext: 860
	SANTX

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐53R‐380B
	San Antonio ‐ Checkout Station ‐ Ext: 861
	SANTX

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐54I‐2JAL
	 
	SANTX

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐36J‐OC3L
	Sugar Land ‐ Chris Johnson ‐ EXT: 312
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐54I‐2GKL
	Sugar Land ‐ Sandy Page
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐54I‐4EVL
	San Antonio ‐ Nurses Station ‐ Ext: 864 or 865
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐567‐1VVB
	Sugar Land ‐
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐
	 
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐
	 
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐53S‐04FB
	Woodlands ‐ Ann Hull ‐ Ext: 910
	WL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐53S‐0Y3B
	Woodlands ‐ Ann Hull ‐ Ext: 910
	WL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐567‐16TB
	Woodlands ‐ Provider Desk ‐ Ext: 908
	WL

	Dell P2414h, 23.8"
	CN‐0W4XCG‐74445‐180‐ELEM
	 
	BL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐51‐1HFL
	Sugar Land ‐ Billing ‐ Ext: 335
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐51R‐20VL
	Sugar Land ‐ Billing ‐ Ext: 336
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐51R‐1DNL
	 
	BL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐51R‐1HDL
	Sugar Land ‐ Billing ‐ Ext: 335
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐51R‐20HL
	Sugar Land ‐ Conference Room ‐ 339
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐391‐1PFL
	 
	CL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐363‐OMTL
	Clearlake ‐ Nurse's Station ‐ Ext: 604 or 605
	CL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐363‐O6YL
	Clearlake ‐ Nurse's Station ‐ Ext: 604 or 605
	CL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐363‐06VL
	Clearlake ‐ PCC ‐ Ext: 601
	CL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐370‐39RL
	Clearlake ‐ Front Desk ‐ Ext: 600
	CL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐363‐077L
	Clearlake ‐ Front Desk‐ Ext: 600
	CL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐391‐1PVL
	Katy ‐ Provider Office ‐ Ext: 708
	KT












	
				
	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐36J‐0CYL
	Katy ‐ Front Desk ‐ Ext: 700
	KT

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐36J‐0D6L
	Katy ‐ Checkout Station ‐ Ext: 701
	KT








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
				
	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐36J‐0D5L
	Katy ‐ Nurses Station ‐ Ext: 704 or 705
	KT

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐36J‐0CWL
	Katy ‐ Nurses Station ‐ Ext: 704 or 706
	KT

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐541‐57D‐4H4U
	Clear Lake ‐
	KT

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐541‐57E‐49MB
	Katy ‐ Angio Suite ‐ Ext: 712
	KT

	Dell P2414h, 23.8"
	CN‐ORNMH6‐74445‐14E‐338L
	Woodlands ‐ Checkout Station Ext: 901
	WL

	ASUS VS247H
	D3LMTF145072
	Woodlands ‐ Front Desk
	WL

	Dell P2414h, 23.8"
	CN‐OGFXN4‐7445‐33F‐380L
	Woodlands ‐ PCC ‐ Ext: 907
	WL

	Dell P2414h, 23.8"
	CN‐ODTOPH‐74261‐333‐2Y6L
	Woodlands ‐ PCC ‐ Ext: 913
	WL

	Dell P2414h, 23.8"
	CN‐ODTOPH‐74261‐333‐2WFL
	Woodlands ‐ PCC ‐ Ext: 902
	WL

	ASUS VS247H‐P
	D3LMTF145070
	IT Help Desk ‐ TO BE SOLD
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐49Q‐694L
	Woodlands ‐ PCC ‐ Ext: 907
	WL

	Dell P2414h, 23.8"
	TW‐027HW3‐74264‐49A‐040L
	Round Rock ‐ Nurse Station ‐ Ext: 854
	RR

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48R‐101L
	Round Rock ‐ Nurse Station ‐ Ext: 854
	RR

	Dell P2414h, 23.8"
	TW‐027HW3‐74264‐49A‐03NL
	Round Rock ‐ Checkout ‐ Ext: 851
	RR

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐4CO‐15DB
	Woodlands ‐ Business Desk ‐ Ext:909
	RR

	ASUS VS247H‐P
	D3LMTF145073
	IT Help Desk ‐ TO BE SOLD
	SL

	ASUS VS247H‐P
	D7LMTF224008
	IT Help Desk ‐ TO BE SOLD
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐363‐03FL
	Sugar Land ‐ Billing ‐ Ext: 342
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐36J‐03CL
	 
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐391‐1PGL
	Sugar Land ‐ Billing ‐ Ext: 344
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐363‐07TL
	 
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐3BH‐46ML
	Sugar Land ‐ PCC ‐ Ext: 341
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐3BH‐446L
	Sugar Land ‐ PCC ‐ Ext: 341
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐3BH‐48DL
	Sugar Land ‐ Operations ‐ Ext: 300
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐3BH‐48EL
	Sugar Land ‐ Billing ‐ Ext: 340
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐3BH‐46CL
	 
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐3BH‐4CCL
	Sugar Land ‐ CBO ‐ Micah Grossman (Home Use)
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐420‐53AL
	 
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐420‐5FFL
	 
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐43R‐9DWL
	Sugar Land ‐ Nurses Station ‐ Ext: 104 or 105
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐43R‐9E9L
	Sugar Land ‐ Nurses Station ‐ Ext: 104 or 105
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐43S‐2N1L
	 
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐45C‐5EOL
	 
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐45C‐5EIL
	NO Ext: Desk Next to Naina
	SL

	Dell P2414h, 23.8"
	CN‐5024N3‐74261‐46C‐OD3U
	AVAILABLE
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐49Q‐68WL
	Sugar Land ‐ Checkout Station ‐ Ext: 102
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐51R‐0EKL
	Sugar Land ‐ Billing ‐ Ext: 320
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57E‐06BU
	Sugar Land ‐ PCC
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57D‐4H6U
	Clear Lake ‐ Provider Workstation
	CL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57E‐0G8U
	Sugar Land ‐ Operations: Ext: 303
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57E‐49KB
	Sugar Land ‐ PCC: Ext: 147
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57D‐4H7U
	Sugar Land ‐
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐541‐57D‐OHSU
	Sugar Land ‐ PCC: Ext: 145
	SL








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
				
	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐541‐51R‐OERL
	Sugar Land ‐ PCC: Ext: 145
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐541‐57G‐0G2U
	Sugar Land ‐ PCC: Ext: 146
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐541‐3BH‐46CL
	Sugar Land ‐ PCC: Ext: 146
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48N‐1MGL
	Sugar Land ‐ Billing ‐ Ext. 326
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48O‐1TGL
	 
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48F‐3FGL
	Katy ‐ Checkout Station ‐ Ext: 701
	KTY

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48F‐3FDL
	Sugar Land ‐ PCC: Ext: 140
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48F‐3K6L
	Sugar Land ‐ PCC ‐ Ext: 140
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48F‐3K5L
	Sugar Land ‐ Billing ‐ Ext: 344
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48F‐3K4L
	Sugar Land ‐ Billing ‐ Ext: 331
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48F‐117L
	Katy ‐ Business Desk ‐ Ext: 709
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48F‐118L
	Sugar Land ‐ PCC ‐ Ext: 142
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48F‐OAAL
	Sugar Land ‐ PCC ‐ Ext: 144
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48F‐OACL
	Sugar Land ‐ PCC‐ Ext: 142
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48F‐3FKL
	Sugar Land ‐ PCC ‐ Ext: 144
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48F‐116L
	Sugar Land ‐ PCC ‐ Ext: 143
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57D‐4H1U
	Sugar Land ‐ Operations ‐ Ext:310
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57E‐0G7U
	Sugar Land ‐ PCC:
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57D‐4HAU
	Sugar Land ‐ Operations ‐ Ext: 315
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57D‐4HPU
	Katy ‐ Front Desk ‐ Ext: 700
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57D‐4HHU
	Sugar Land ‐ PCC: Ext:144
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57D‐4HDU
	Sugar Land ‐ PCC: Ext: 316
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57D‐4HCU
	Sugar Land ‐ PCC: Ext: 149
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57D‐4HGU
	Sugar Land ‐ PCC
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57E‐OHRU
	Woodlands ‐ PCC ‐ Ext: 913
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57E‐0G9U
	Sugar Land ‐ PCC: Ext:148
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57D‐4HJU
	Sugar Land ‐ Operations ‐ Ext:314
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57D‐4J9U
	Sugar Land ‐ Operations ‐ Ext: 313
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐45C‐OCYU
	Woodlands ‐ Front Desk
	WL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐46C‐0D3U
	Woodlands ‐ Nurses Station
	WL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48A‐OLEU
	Woodlands ‐ Nurses Station
	WL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48A‐OKKU
	Woodlands ‐ Business Desk
	WL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐363‐083L
	Available
	 

	ASUS VS247H‐P
	CBLMTF215552
	 
	 

	Dell P2414h, 23.8"
	CN‐0524N5‐74261‐370‐394L
	WKS‐THI‐BIL07
	 

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐327‐290L
	Sugar Land ‐ Billing ‐ Ext: 342
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48F‐3K4L
	Sugar Land ‐ PCC ‐ Ext: 141
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐36J‐074L
	Sugar Land ‐ Billing ‐ Ext: 331
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐36J‐0MVL
	Sugar Land ‐ Billing ‐ Ext: 334
	SL

	Dell P2414h, 23.8"
	OGFXN4‐74445‐33F‐385L
	Sugar Land ‐ Billing ‐ Ext: 332
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐36J‐0N0L
	Sugar Land ‐ Billing ‐ Ext: 332
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐48N‐1MGL
	Sugar Land ‐ Billing ‐ Ext: 336
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐43S‐ZN1L
	Sugar Land ‐ Billing ‐ Ext: 336
	SL








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
				
	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐51R‐OEKL
	Sugar Land ‐ Billing ‐ Ext: 330
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐36J‐07TL
	Sugar Land ‐ Billing ‐ Ext: 330
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐42O‐5FFL
	Sugar Land ‐ Billing ‐ Ext: 337
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐42O‐53AL
	Sugar Land ‐ Billing ‐ Ext: 337
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐51R‐20KL
	Sugar Land ‐ Billing ‐ Ext: 339
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐57D‐4JDU
	Sugar Land ‐ Billing ‐ Ext: 302
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐36Q‐1JRL
	Sugar Land ‐ Operations ‐ Ext:302
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐54I‐4F5L
	Sugar Land ‐ Checkout Station ‐ Ext:101
	SL

	Dell P2414h, 23.8"
	CN‐0524N3‐74261‐54I‐2JUL
	Sugar Land ‐ Front Desk ‐ Ext: 100
	SL

	Dell P2414h, 23.8"
	CN‐DRNMH6‐74445‐74E‐338L
	Woodlands ‐ Checkout Station Ext: 901
	WL

	ASUS VS13518H‐P
	CBLMTF54222123973
	Katy ‐ Provider Office ‐ No Extension
	KTY

	ASUS VS13518H‐P
	CBLMTF223055
	IT Help Desk ‐ TO BE SOLD
	SL

	ASUS VS13518H‐P
	CBLMTF215563
	IT Help Desk ‐ TO BE SOLD
	SL

	Dell Neo Flex/13067‐K12
	33‐310‐060‐00
	IT Help Desk ‐ TO BE SOLD
	SL

	Dell Neo Flex/13067‐K12
	33‐310‐060‐00
	IT Help Desk ‐ TO BE SOLD
	SL

	Dell Flat Panel
	CN‐0W4XCG‐7445‐180‐ELEM
	IT Help Desk ‐ TO BE SOLD
	SL

	ASUS VS13518H‐P
	CBLMTF166539
	IT Help Desk ‐ TO BE SOLD
	SL

	ASUS VS13518H‐P
	CZLMTF079905
	Sugar Land ‐ Billing ‐ Ext: 342
	SL

	ASUS VS13518H‐P
	CCLMTF112864
	Sugar Land ‐ Billing ‐ Ext: 342
	SL






	
											
	APPLE IPAD

	#
	Last Update/   Software Version
	Name
	IPad Series
	Model #
	Serial Number
	Location
	Vendor
	Chargers ?
	Apple Care?
	Case?

	1
	11/21‐16/9.3.5
	HVC Sugar Land 1
	RFB IPAD WI‐FI CELL 16GB WHT
	FE198LL/A
	F8QMM05WF190
	SL
	Apple
	Yes
	Yes
	Yes

	2
	11/21‐16/9.3.5
	HVC Sugar Land 2
	RFB IPAD WI‐FI CELL 16GB WHT
	FE198LL/A
	F8QMM03HF190
	SL
	Apple
	Yes
	Yes
	Yes

	3
	11/21‐16/9.3.5
	HVC The Woodlands 1
	RFB IPAD WI‐FI CELL 16GB WHT
	FE198LL/A
	F8QMM058F190
	SL
	Apple
	Yes
	Yes
	Yes

	4
	11/21‐16/9.3.5
	HVC The Woodlands 2
	RFB IPAD WI‐FI CELL 16GB WHT
	FE198LL/A
	F8QMM02AF190
	SL
	Apple
	Yes
	Yes
	Yes

	5
	10/19‐16/9.3.5
	HVC Round Rock 1
	RFB IPAD WI‐FI CELL 16GB WHT
	MC989LL/A
	DYTKW451DKPH
	SL
	Apple
	Yes
	Yes
	Yes

	6
	6‐22‐16/9.3.2
	HVC Round Rock 2
	RFB IPAD WI‐FI CELL 16GB WHT
	MC989LL/A
	DYTKV4SKDKPH
	SL
	Apple
	Yes
	Yes
	Yes

	7
	10/19‐16/9.3.5
	HVC South Austin
	RFB IPAD WI‐FI CELL 16GB WHT
	MC989LL/A
	DYTKW2WHDKPH
	SL
	Apple
	Yes
	Yes
	Yes

	8
	9.3.5
	HVC ‐ IT Help Desk 5
	RFB IPAD WI‐FI CELL 16GB WHT
	MC989LL/A
	DMPPGX13PDKPH
	SL
	Apple
	Yes
	Yes
	Yes

	9
	11/21‐16/9.3.5
	HVC Bellaire 1
	RFB IPAD 2 WI‐FI 32GB WHT
	FC980LL/A
	F8QNW023DKPJ
	SL
	Apple
	Yes
	Yes
	Yes

	10
	11/21‐16/9.3.5
	HVC Bellaire 2
	RFB IPAD 2 WI‐FI 32GB WHT
	FC980LL/A
	F8QNW0J7DKPJ
	SL
	Apple
	Yes
	Yes
	Yes

	11
	11/21‐16/9.3.5
	HVC Clearlake 1
	RFB IPAD 2 WI‐FI  32GB WHT
	FC980LL/A
	F8QNW044DKPJ
	SL
	Apple
	Yes
	Yes
	Yes

	12
	11/21‐16/9.3.5
	HVC Clearlake 2
	RFB IPAD 2 WI‐FI 32GB WHT
	FC980LL/A
	F8QNW02EDKPJ
	SL
	Apple
	Yes
	Yes
	Yes

	13
	11/21‐16/9.3.5
	HVC Katy 1
	RFB IPAD 2 WI‐FI  32GB WHT
	FC980LL/A
	F8QNW0GVDKPJ
	SL
	Apple
	Yes
	Yes
	Yes

	14
	11/21‐16/9.3.5
	HVC Katy 2
	RFB IPAD 2 WI‐FI 32GB WHT
	FC980LL/A
	F8QNW05VDKPJ
	SL
	Apple
	Yes
	Yes
	Yes

	15
	11/21‐16/9.3.5
	HVC ‐ South Austin
	RFB IPAD 2 WI‐FI  32GB WHT
	FC980LL/A
	F8QNW012DKPJ
	SL
	Apple
	Yes
	Yes
	Yes

	16
	10/19‐16/9.3.5
	HVC Kingwood 1
	RFB IPAD 2 WI‐FI 32GB WHT
	FC980LL/A
	F8QNW09JDKPJ
	TB
	Apple
	Yes
	Yes
	Yes

	14
	11/21‐16/9.3.5
	HVC Kingwood 2
	RFB IPAD 2 WI‐FI 32GB WHT
	FC980LL/A
	F8QNW02NDKPJ
	TB
	Apple
	Yes
	Yes
	Yes

	18
	11/21‐16/9.3.5
	HVC ‐ IT HelpDesk 4
	RFB IPAD 2 WI‐FI  32GB WHT
	FC980LL/A
	F8QNW07ADKPJ
	TB
	Apple
	Yes
	Yes
	Yes

	19
	11/21‐16/9.3.5
	HVC ‐ IT HelpDesk 1
	RFB IPAD 2 WI‐FI 32GB WHT
	FC980LL/A
	F8QNW02PDKPJ
	TB
	Apple
	Yes
	Yes
	Yes

	20
	11/21‐16/9.3.5
	HVC San Antonio 1
	RFB IPAD 2 WI‐FI 32GB WHT
	FC980LL/A
	F8QNW04JDKPJ
	TB
	Apple
	Yes
	Yes
	Yes

	21
	11/21‐16/9.3.5
	HVC ‐ IT HelpDesk 3
	RFB IPAD 2 WI‐FI  32GB WHT
	FC980LL/A
	F8QNW019DKPJ
	TB
	Apple
	Yes
	Yes
	Yes

	22
	11/21‐16/9.3.5
	HVC ‐ IT HelpDesk 2
	RFB IPAD 2 WI‐FI 32GB WHT
	FC980LL/A
	F8QNW02BDKPJ
	TB
	Apple
	Yes
	Yes
	Yes

	24
	11/21‐16/9.3.5
	HVC San Antonio 2
	RFB IPAD 2 WI‐FI 32GB WHT
	FC980LL/A
	F8QNW07JDKPJ
	TB
	Apple
	Yes
	Yes
	Yes




















Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
						
	COMPUTER SPEAKERS

	Model
	Serial Number
	Ext
	Workstation
	Location
	User

	Logitech Z130 Stereo Speakers
	N/A
	330
	WKS‐THI‐048
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	335
	WKS‐THI‐005
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	339
	WKS‐THI‐038
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	331
	WKS‐THI‐003
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	334
	WKS‐THI‐004
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	332
	WKS‐THI‐028
	SL
	PCC Workstation

	Logitech Z130 Stereo Speakers
	N/A
	140
	WKS‐THI‐039
	SL
	PCC Workstation

	Logitech Z130 Stereo Speakers
	N/A
	141
	WKS‐THI‐007
	SL
	PCC Workstation

	Logitech Z130 Stereo Speakers
	N/A
	339
	WKS‐THI‐038
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	333
	WKS‐THI‐039
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	336
	WKS‐THI‐035
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	910
	WKS‐THI‐054
	WL
	PCC Workstation

	Logitech Z130 Stereo Speakers
	N/A
	344
	WKS‐THI‐036
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	343
	WKS‐THI‐
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	342
	WKS‐THI‐062
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	341
	WKS‐THI‐058
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	337
	WKS‐THI‐029
	SL
	Billing Workstation

	Logitech Z130 Stereo Speakers
	N/A
	148
	WKS‐THI‐060
	SL
	PCC Workstation

	Logitech Z130 Stereo Speakers
	N/A
	142
	WKS‐THI‐006
	SL
	PCC Workstation

	Logitech Z130 Stereo Speakers
	N/A
	143
	WKS‐THI‐009
	SL
	PCC Workstation

	Logitech Z130 Stereo Speakers
	N/A
	144
	WKS‐THI‐027
	SL
	PCC Workstation

	Logitech Z130 Stereo Speakers
	N/A
	145
	WKS‐THI‐064
	SL
	PCC Workstation

	Logitech Z130 Stereo Speakers
	N/A
	146
	WKS‐THI‐061
	SL
	PCC Workstation

	Logitech Z130 Stereo Speakers
	N/A
	907
	WKS‐THI‐018
	WL
	PCC Workstation

	Logitech Z130 Stereo Speakers
	N/A
	701
	WKS‐THI‐025
	KTY
	PCC Workstation

	Jawbone Jambox Wireless Bluetooth Speakers
	JBE4270012FD2
	 
	RFA ROOM 1
	SL
	N/A

	Jawbone Jambox Wireless Bluetooth Speakers
	JBE42700762D2
	 
	RFA ROOM 2
	SL
	N/A

	Jawbone Jambox Wireless Bluetooth Speakers
	JBE427004C502
	 
	RFA ROOM 3
	SL
	N/A

	Jawbone Jambox Wireless Bluetooth Speakers
	JBE42501338D2
	 
	RFA ROOM 4
	SL
	N/A

	Sonos Speaker Set
	1304‐00‐0E‐58‐8F‐3E‐A0‐B
	 
	SL CLINIC
	SL
	N/A

	Sonos Speaker Set
	1309‐00‐0E‐58‐C8‐A3‐7C‐E
	 
	SL CLINIC
	SL
	N/A

	Sonos Speaker Set
	1311‐00‐0E‐58‐CC‐C4‐20‐A
	 
	SL CLINIC
	SL
	N/A

	Sonos Speaker Set
	1309‐00‐0E‐58‐C067‐4E‐2
	 
	SL CLINIC
	SL
	N/A
















Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
										
	PRINTERS AND COPY MACHINES
	 

	Serial Number
	IP ADDRESS
	Model
	Eqt. I.D.
	Printer Name
	User
	PW
	Location
	Vendor
	 

	MX4361359
	https://192.168.50.50/
	Xerox Color Cube 7845PTS
	J7146
	SUGARLAND‐PTR‐SUITE 113
	Admin
	1111
	SUGAR LAND ‐ CBO ‐ SUITE 113
	Dahill

	XL3612020
	http://192.168.50.250
	Xerox 6605DN
	J2040
	SUGAR LAND ‐ NURSE STATION
	Admin
	N/A
	SUGAR LAND ‐ NURSE STATION
	Dahill

	MX4357869
	http://192.168.50.90
	Xerox Color Cube 7845PTS
	J8902
	SUGARLAND‐PTR‐FRONTDESK
	Admin
	1111
	SUGAR LAND ‐ FRONT DESK
	Dahill

	E5B587695
	http://192.168.50.60
	Xerox Color Cube 4265
	J7424
	SUGARLAND‐PTR‐SUITE 160
	Admin
	1111
	SUGARLAND ‐ CBO ‐ SUITE 160
	Dahill

	XL3614769
	http://192.168.100.10
	Xerox 6605DN
	J7151
	KATY‐PTR‐FRONTDESK
	Amin
	1111
	BELLAIRE ‐ FRONT DESK
	Dahill

	A2T204144
	http://192.168.100.12
	Xerox 3615
	K1979
	KATY‐PTR‐NURSESTATION
	Admin
	1111
	BELLAIRE ‐ NURSES STATION
	Dahill

	LBP262057
	http://192.168.90.10
	Xerox 3635X
	H4034
	CLEARLAKE‐PTR‐FRONTDESK
	Admin
	N/A
	CLEARLAKE/WEBSTER ‐ FRONT DESK
	Dahill

	XL3619829
	http://192.168.90.12
	Xerox 6605DN
	K2068
	CLEARLAKE‐PTR‐NURSESTATION
	Nurse Station
	N/A
	CLEARLAKE/WEBSTER ‐ NURSE
	Dahill

	A2T379496
	http://192.168.100.13
	Xerox 3615DN
	H4811
	KATY‐PTR‐ANGIO SUITE
	Admin
	1111
	KATY‐ ANGIO SUITE
	Dahill

	XL3604843
	http://192.168.120.50/
	Xerox 6605DN
	H6012
	ROUND ROCK‐PTR‐FRONTDESK
	Admin
	N/A
	ROUND ROCK ‐ FRONT DESK
	Dahill

	A2T199855
	http://192.168.120.60
	Xerox 3615
	J7152
	ROUND ROCK‐PTR‐NURSESTATION
	Admin
	1111
	ROUND ROCK ‐ NURSES STATION
	Dahill

	XL3609794
	http://192.168.80.50
	Xerox 6605DN
	J1343
	WOODLANDS‐PTR‐FRONTDESK
	Admin
	N/A
	WOODLANDS ‐ FRONTDESK
	Dahill

	A2T199853
	http://192.168.80.60
	Xerox 3615
	J6266
	WOODLANDS‐PTR‐NURSESTATION
	Admin
	1111
	WOODLANDS ‐ NURSE STATION
	Dahill
	 

	XL3620476
	http://192.168.110.10
	Xerox 6605DN
	K2848
	SANANTONIO‐PTR‐FRONT DESK
	Admin
	N/A
	SANANTONIO ‐ FRONT DESK
	Dahill

	A2T381528
	http://192.168.110.11
	Xerox 3615
	K9409
	SANANTONIO‐PTR‐ NURSESTATION
	Admin
	N/A
	SANANTONIO ‐ NURSE STATION
	Dahill

	5D2F191454
	N/A
	Brother MFC‐J430W
	N/A
	IT HelpDesk ‐ HAMILTON ‐ PTR ‐ 003
	N/A
	N/A
	IT HELPDESK ‐ AVAILABLE
	Brother

	5A3F381193
	N/A
	Brother MFC‐J430W
	N/A
	IT HelpDesk ‐ HAMILTON ‐ PTR ‐ 009
	N/A
	N/A
	IT HELPDESK ‐ AVAILABLE
	Brother

	U63536A4F224390
	N/A
	Brother MFC‐J470DW
	N/A
	HAMILTON ‐ PTR ‐ 004 ‐ EXT: 701
	N/A
	N/A
	KATY ‐ CHECKOUT STATION EXT: 701
	Brother

	CN31U3RG7P
	N/A
	HP Officejet 6100
	N/A
	IT HelpDesk ‐ HAMILTON ‐ PTR ‐ 005
	N/A
	N/A
	IT HELPDESK ‐ AVAILABLE
	Hewlett

	CN55L690D9
	N/A
	HP Officejet 4630 All‐in‐One
	B4L03A‐80020
	IT HelpDesk ‐ HAMILTON ‐ PTR ‐ 006 (CL)
	N/A
	N/A
	IT HELPDESK ‐ AVAILABLE
	Hewlett

	CN54M571N2
	N/A
	HP Officejet 4630 All‐in‐One
	B4L03A‐80020
	IT HelpDesk ‐ HAMILTON ‐ PTR ‐ 007 (SL)
	N/A
	N/A
	CLEARLAKE CLINIC ‐ SUITE 210
	Hewlett

	CN510593JM
	N/A
	HP Officejet 4630 All‐in‐One
	B4L03A‐80020
	IT HelpDesk ‐ HAMILTON ‐ PTR ‐ 008 (SL)
	N/A
	N/A
	IT HELPDESK ‐ AVAILABLE
	Hewlett














Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
				
	SCANNERS

	Model
	Serial Number
	Eqt ID
	Location

	Kodak Scanmate i1120
	46498079
	N/A
	SUGAR LAND ‐ IT HELP DESK ‐ AVAILABLE

	KodaK Scanmate i1120
	46489659
	N/A
	CLEAR LAKE ‐ FRONT DESK ‐ EXT. 600

	Kodak ScanMate i1120
	52481940
	N/A
	SUGARLAND ‐ IT HELP DESK ‐ AVAILABLE

	DocuMate 3115
	2ARCU50655
	G7663
	SUGAR LAND ‐ FRONT DESK EXT. 100

	DocuMate 3115
	2ARCU50470
	G7664
	SUGAR LAND ‐ IT HELP DESK ‐ AVAILABLE

	DocuMate 3115
	2ARCU50100
	G2825
	KATY ‐ FRONT DESK ‐ EXT. 700

	DocuMate 3115
	2ARCU50022
	G2824
	SUGAR LAND ‐ AVAILABLE IT HELPDESK

	DocuMate 3115
	357CU21512
	H4983
	SUGAR LAND ‐ BILLING DEPARTMENT ‐ EXT: 340

	DocuMate 3115
	357CU21060
	N/A
	WOODLANDS ‐ FRONT DESK ‐ EXT. 900

	Brother Dsmobile 620
	U63543B4U113426
	5wD70100101
	Sugar Land ‐ Clinic

	Brother Dsmobile 620
	 
	5wD70100101
	Willowbrook ‐ Clinic

	Brother Dsmobile 620
	U63543G4U114455
	5wD70100101
	Clear Lake ‐ Clinic

	Brother Dsmobile 620
	U63543D4U114970
	5wD70100101
	Woodlands ‐ Clinic

	Brother Dsmobile 620
	U63543F4U113929
	5wD70100101
	Bellaire ‐ Clinic

	Brother Dsmobile 620
	U63543L3U112972
	5wD70100101
	South Austin ‐ Clinic

	Brother Dsmobile 620
	U63543A4U114194
	5wD70100101
	Round Rock ‐ Clinic




Schedule 1.1(a)
Purchased Assets/Contracts


3688526.6                                        34


3688526.6                                        32






Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
				
	WIRELESS  HEADSETS

	Model
	Serial Number
	Workstation
	Location

	Plantronics, Convertible, 900MHZ
	02C350
	Sugar Land ‐ Billing ‐ 337
	SL

	Plantronics, Convertible, 900MHZ
	02C34X
	Sugar Land ‐ Billing ‐ 344
	SL

	Plantronics, Convertible, 900MHZ
	02C2355
	Sugar Land ‐ Checkout Station 101
	SL

	Plantronics, Convertible, 900MHZ
	02C34W
	Katy ‐ Checkout 701
	KT

	Plantronics, Convertible, 900MHZ
	N/A
	Sugar Land ‐ Billing ‐ 331
	SL

	Plantronics, Convertible, 900MHZ
	N/A
	Sugar Land ‐ Billing ‐ 332
	SL

	Plantronics, Convertible, 900MHZ
	N/A
	Sugar Land ‐ PCC Admin ‐ 140
	SL

	Plantronics, Convertible, 900MHZ
	N/A
	Sugar Land ‐ PCC Admin ‐ 141
	SL

	Plantronics, Convertible, 900MHZ
	N/A
	Sugar Land ‐ PCC Admin ‐ 142
	SL

	Plantronics, Convertible, 900MHZ
	N/A
	Sugar Land ‐ Billing ‐ 342
	SL

	Plantronics, Convertible, 900MHZ
	N/A
	Sugar Land ‐ Billing ‐ 343
	SL

	Plantronics, Convertible, 900MHZ
	N/A
	Sugar Land ‐ Biliing ‐ 339
	SL

	Plantronics, Convertible, 900MHZ
	0643PN
	Sugar Land ‐ Billing ‐ 330
	SL

	Plantronics, Convertible, 900MHZ
	0643PD
	IT HELPDESK
	SL

	Plantronics, Convertible, 900MHZ
	064DDJ
	Sugar Land ‐ Billing ‐ 341
	SL

	Plantronics, Convertible, 900MHZ
	0643PW
	Georgia ‐ PCC Admin ‐ 151
	SL

	Plantronics, Convertible, 900MHZ
	064DDU
	Woodlands ‐ PCC ‐ 910
	WL

	Plantronics, Convertible, 900MHZ
	064DDL
	Sugar Land ‐ Billing‐ 335
	SL

	Plantronics, Convertible, 900MHZ
	03PMDH
	Sugar Land ‐ PCC Admin ‐
	SL

	Plantronics, Convertible, 900MHZ
	03PMDI
	Sugar Land ‐ PCC Admin ‐ 144
	SL

	Plantronics, Convertible, 900MHZ
	03X37C
	Sugar Land ‐ PCC Admin ‐ 145
	SL

	Plantronics, Convertible, 900MHZ
	03X37D
	Sugar Land ‐ PCC Admin ‐ 150
	SL

	Plantronics, Convertible, 900MHZ
	03X36F
	Sugar Land ‐ PCC Admin ‐ 147
	SL

	Plantronics, Convertible, 900MHZ
	03X37R
	Sugar Land ‐ PCC Admin ‐ 143
	SL

	Plantronics, Convertible, 900MHZ
	03X37K
	Sugar Land ‐ Billing ‐ 336
	SL

	Plantronics, Convertible, 900MHZ
	07RRGR
	Future Sugar Land ‐ PCC Admin ‐ 148
	SL

	Plantronics, Convertible, 900MHZ
	07RGGT
	Futurer Sugar Land ‐ PCC Admin ‐ 149
	SL

	Plantronics, Convertible, 900MHZ
	03X36N
	Sugar Land ‐ Billing ‐ 334
	SL

	Plantronics, Convertible, 900MHZ
	07RRGU
	Sugar Land ‐ IT HELPDESK ‐ 317
	SL

	Plantronics, Convertible, 900MHZ
	03X36M
	Woodlands ‐ PCC ‐ 902
	WL

	Plantronics, Convertible, 900MHZ
	03PME2
	Woodlands ‐ PCC‐ 914
	WL

	Plantronics, Convertible, 900MHZ
	03PME3
	Sugar Land ‐ Billing ‐ 340
	SL

	Plantronics, Convertible, 900MHZ
	N/A
	Clear Lake ‐ PCC ‐ 601
	CL

	Plantronics, Convertible, 900MHZ
	N/A
	Clear Lake ‐ PCC ‐ 602
	CL

	Plantronics, Convertible, 900MHZ
	N/A
	Round Rock ‐ Front Desk ‐ 850
	RR

	Plantronics, Convertible, 900MHZ
	N/A
	Woodlands ‐ PCC ‐ 907
	WL

	Plantronics, Convertible, 900MHZ
	N/A
	Woodlands ‐ PCC ‐ 914
	WL

	Plantronics, Convertible, 900MHZ
	N/A
	Woodlands ‐ PCC‐ 901
	WL

	HDI Wireless Headset Training Adapter 03929‐63
	703929‐63
	Sugar Land ‐ IT HelpDesk Training 1
	SL ‐ PCC

	HDI Wireless Headset Training Adapter 03929‐63
	703929‐63
	Sugar Land ‐ IT HelpDesk Training 2
	SL ‐ PCC

	HDI Wireless Headset Training Adapter 03929‐63
	703929‐63
	Sugar Land ‐ IT HelpDesk Training 3
	SL ‐ PCC

	HDI Wireless Headset Training Adapter 03929‐63
	703929‐63
	Sugar Land ‐ IT HelpDesk Training 4
	SL ‐ PCC

	HDI Wireless Headset Training Adapter 03929‐63
	703929‐63
	Sugar Land ‐ IT HelpDesk Training 5
	SL ‐ PCC

	HDI Wireless Headset Training Adapter 03929‐63
	703929‐63
	Sugar Land ‐ IT HelpDesk Training 6
	SL ‐ PCC





















Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







Schedule 1.1(b)


Accounts Receivable


All accounts receivable and other rights to payment from patients and customers of Sellers, but excluding Government Programs, with respect to goods sold and services provided within the 90-day period immediately preceding the Closing, as set forth below:






Schedule 1.2(c)


Excluded Assets - Contracts




1. Mid-level Provider Employment Agreement, dated October 14, 2016, between Carlos R. Hamilton, III, M.D., P.A. and Natalie Bernard, NP.


2.  Mid-level Provider Employment Agreement, dated April 15, 2016, between Carlos R. Hamilton, III, M.D., P.A. and Melanie Johnson, P.A.


3.  Physician Employment Agreement, dated March 3, 2016, between Carlos R. Hamilton, III, M.D., P.A. and Sheri Macrino, M.D.


4.  Letter Employment Agreement, dated January 20, 2015, between Carlos R. Hamilton, III, M.D., P.A. and Justin Smith, M.D.






Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







5.  Letter Employment Agreement, dated April 26, 2013, between Carlos R. Hamilton, III, M.D., P.A. and A.J. Valenson, M.D.


6. First Amendment to Lease Agreement, dated May 13, 2015, between Hamilton Physician Services, LLC and WMPT Stone Oak, LLP for property located at 19016 Stone Oak Parkway, Suite 150, San Antonio, Texas 78258.


7.  Transaction Agreement, dated December 16, 2016, between Hamilton Physician Services, LLC and Carlos R. Hamilton, III, M.D., P.A. and Micah Grossman.



Schedule 1.2(d)


Excluded Assets - Other Assets


1. 2012 Land Rover


2.  Peter Lik photographs at Sugar Land location


3.  David West photograph “Burning House” at Kingwood location


4.  Peter Lik photograph at Katy location





Schedule 1.3(a)


Trade Accounts Payable
	
	
	 




Hamilton Physician Services, LLC




	
												
	DATETRANSACTION TYPE
	NUM
	DUE DATE
	AMOUNT
	OPEN BALANCE
	BALANCE

	ADP LLC
02/10/2017Bill
	488180162
	02/17/2017
	155.10
	155.10
	155.10

	Total for ADP LLC
	 
	 
	$155.10
	$155.10
	 

	Airgas USA, LLC. 01/31/2017Bill
	9942505429
	03/02/2017
	37.50
	37.50
	37.50

	02/20/2017Bill
	9060490922
	03/22/2017
	92.77
	92.77
	130.27

	Total for Airgas USA, LLC.
	 
	 
	$130.27
	$130.27
	 

	Angiodynamics 12/30/2016Bill
	2917270
	01/29/2017
	785.94
	785.94
	785.94

	12/30/2016Bill
	2916673
	01/29/2017
	565.94
	565.94
	1,351.88

	Total for Angiodynamics
	 
	 
	$1,351.88
	$1,351.88
	 

	Bard Peripheral Vascular Inc. 12/31/2016Vendor Credit
	13751
	 
	-142.32
	-142.32
	-142.32

	01/13/2017Vendor Credit
	14635076
	 
	-141.32
	-141.32
	-283.64

	02/02/2017Bill
	76232426
	03/04/2017
	466.25
	466.25
	182.61

	Total for Bard Peripheral Vascular Inc.
	 
	 
	$182.61
	$182.61
	 








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
												
	Boston Scientific 01/23/2017Bill
	953245330
	02/22/2017
	5,436.28
	5,436.28
	5,436.28

	Total for Boston Scientific
	 
	 
	$5,436.28
	$5,436.28
	 

	Cimarron M.U.D. 02/01/2017Bill
	 
	03/01/2017
	522.58
	522.58
	522.58

	Total for Cimarron M.U.D.
	 
	 
	$522.58
	$522.58
	 

	Comcast Business 01/15/2017Bill
	49744624
	02/14/2017
	6,793.25
	6,793.25
	6,793.25

	02/15/2017Bill
	50575600
	03/15/2017
	6,691.30
	6,691.30
	13,484.55

	Total for Comcast Business
	 
	 
	$13,484.55
	$13,484.55
	 

	Cook Medical Incorporated 11/30/2016Bill
	V14867296
	12/30/2016
	272.40
	272.40
	272.40

	01/18/2017Bill
	V15044630
	02/17/2017
	57.89
	57.89
	330.29

	01/18/2017Bill
	V15045355
	02/17/2017
	171.39
	171.39
	501.68

	01/18/2017Bill
	V15042409
	02/17/2017
	119.99
	119.99
	621.67

	01/23/2017Bill
	V15060042
	02/22/2017
	89.73
	89.73
	711.40

	01/26/2017Bill
	V15076494
	02/25/2017
	171.39
	171.39
	882.79

	02/01/2017Bill
	V15100048
	03/03/2017
	80.59
	80.59
	963.38

	Total for Cook Medical Incorporated
	 
	 
	$963.38
	$963.38
	 

	Covidien 12/13/2016Bill
	24304280
	02/11/2017
	1,623.75
	1,623.75
	1,623.75

	12/13/2016Bill
	24272748
	02/11/2017
	10,716.75
	10,716.75
	12,340.50

	12/13/2016Bill
	24279549
	02/11/2017
	11,049.88
	11,049.88
	23,390.38

	12/19/2016Bill
	24321979
	02/17/2017
	4,546.50
	4,546.50
	27,936.88

	12/21/2016Bill
	24352512
	02/19/2017
	6,495.00
	6,495.00
	34,431.88

	12/21/2016Bill
	24352551
	02/19/2017
	3,791.39
	3,791.39
	38,223.27

	12/27/2016Bill
	24376037
	02/25/2017
	6,859.49
	6,859.49
	45,082.76

	DATETRANSACTION TYPE
	NUM
	DUE DATE
	AMOUNT
	OPEN BALANCE
	BALANCE

	12/28/2016Bill
	24381495
	02/26/2017
	15,263.25
	15,263.25
	60,346.01

	01/03/2017Bill
	24396329
	03/04/2017
	8,258.25
	8,258.25
	68,604.26

	01/09/2017Bill
	24423236
	03/10/2017
	13,314.75
	13,314.75
	81,919.01

	01/19/2017Bill
	24473577
	03/20/2017
	12,340.50
	12,340.50
	94,259.51

	01/19/2017Bill
	24473534
	03/20/2017
	10,836.80
	10,836.80
	105,096.31

	01/20/2017Bill
	24480501
	03/21/2017
	6,495.00
	6,495.00
	111,591.31

	01/26/2017Bill
	24541838
	03/27/2017
	16,237.50
	16,237.50
	127,828.81

	02/13/2017Bill
	24628879
	04/14/2017
	6,435.00
	6,435.00
	134,263.81

	Total for Covidien
	 
	 
	$134,263.81
	$134,263.81
	 

	Dahill
02/06/2017Bill
	IN1062450
	02/16/2017
	66.96
	66.96
	66.96

	02/06/2017Bill
	IN1062451
	02/16/2017
	138.40
	138.40
	205.36

	02/06/2017Bill
	IN1062452
	02/16/2017
	645.21
	645.21
	850.57

	02/15/2017Bill
	IN1075202
	02/25/2017
	153.67
	153.67
	1,004.24

	02/16/2017Bill
	IN1076743
	02/26/2017
	139.58
	139.58
	1,143.82

	02/16/2017Bill
	IN1076742
	02/26/2017
	66.96
	66.96
	1,210.78

	02/20/2017Bill
	IN1081239
	03/02/2017
	58.46
	58.46
	1,269.24

	Total for Dahill
	 
	 
	$1,269.24
	$1,269.24
	 

	Data Imaging Systems Inc. 01/26/2017Bill
	024382-00
	02/25/2017
	432.84
	432.84
	432.84

	01/26/2017Bill
	024380-00
	02/25/2017
	825.79
	825.79
	1,258.63

	01/26/2017Bill
	024381-00
	02/25/2017
	2,458.20
	2,458.20
	3,716.83

	02/09/2017Bill
	024417-00
	03/11/2017
	623.36
	623.36
	4,340.19

	Total for Data Imaging Systems Inc.
	 
	 
	$4,340.19
	$4,340.19
	 

	Edwards Lifesciences LLC 11/28/2016Vendor Credit
	6061558
	 
	-432.12
	-432.12
	-432.12








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
												
	Total for Edwards Lifesciences LLC
	 
	 
	$ -432.12
	$ -432.12
	 

	Excel Medical Waste 01/31/2017Bill
	0000111405
	03/02/2017
	168.50
	168.50
	168.50

	01/31/2017Bill
	0000111404
	03/02/2017
	72.00
	72.00
	240.50

	01/31/2017Bill
	0000111406
	03/02/2017
	137.50
	137.50
	378.00

	01/31/2017Bill
	0000111399
	03/02/2017
	75.50
	75.50
	453.50

	01/31/2017Bill
	0000111400
	03/02/2017
	72.00
	72.00
	525.50

	01/31/2017Bill
	0000111402
	03/02/2017
	171.50
	171.50
	697.00

	01/31/2017Bill
	0000111403
	03/02/2017
	137.50
	137.50
	834.50

	Total for Excel Medical Waste
	 
	 
	$834.50
	$834.50
	 

	Fort Bend Co. L.I.D. #2 02/21/2017Bill
	100 9900-133-0007
	03/23/2017
	350.40
	350.40
	350.40

	03/01/2017Bill
	 
	03/01/2017
	99.30
	99.30
	449.70

	Total for Fort Bend Co. L.I.D. #2
	 
	 
	$449.70
	$449.70
	 

	Genworth Life Insurance Co 01/27/2017Bill
	 
	01/27/2017
	676.38
	676.38
	676.38

	Total for Genworth Life Insurance Co
	 
	 
	$676.38
	$676.38
	 

	Graphics Impression 02/09/2017Bill
	36120
	02/13/2017
	311.76
	311.76
	311.76

	02/24/2017Bill
	36190
	02/24/2017
	436.79
	436.79
	748.55

	03/01/2017Bill
	36222
	03/01/2017
	169.95
	169.95
	918.50

	Total for Graphics Impression
	 
	 
	$918.50
	$918.50
	 

	Guardian
	 
	 
	 
	 
	 

	DATETRANSACTION TYPE   NUM
	DUE DATE
	AMOUNT
	OPEN BALANCE
	BALANCE

	02/14/2017BillMAR 2017
	03/01/2017
	3,461.06
	3,461.06
	3,461.06

	Total for Guardian
	 
	$3,461.06
	$3,461.06
	 

	Health Care Service Corporation
01/23/2017BillFEB 2017
	02/01/2017
	31,038.35
	31,038.35
	31,038.35

	02/27/2017BillMAR 2017
	03/01/2017
	32,212.53
	32,212.53
	63,250.88

	Total for Health Care Service Corporation
	 
	$63,250.88
	$63,250.88
	 

	HEDE FLP
01/24/2017Bill
	02/23/2017
	274.78
	274.78
	274.78

	Total for HEDE FLP
	 
	$274.78
	$274.78
	 

	Hill, Long & Co, PC
02/24/2017Bill30560
	03/06/2017
	2,625.00
	2,625.00
	2,625.00

	Total for Hill, Long & Co, PC
	 
	$2,625.00
	$2,625.00
	 

	Hodell Window Covering
02/01/2017Bill11445
	03/03/2017
	206.54
	206.54
	206.54

	Total for Hodell Window Covering
	 
	$206.54
	$206.54
	 

	Imperial Linen Services, Inc.
01/31/2017Bill1623823
	03/02/2017
	144.79
	144.79
	144.79

	Total for Imperial Linen Services, Inc.
	 
	$144.79
	$144.79
	 

	IWS Gas and Supply of Texas, LTD
01/31/2017Bill33261981
	03/02/2017
	29.58
	29.58
	29.58

	01/31/2017Bill33261733
	03/02/2017
	40.24
	40.24
	69.82

	01/31/2017Bill33257187
	03/02/2017
	112.41
	112.41
	182.23

	01/31/2017Bill33261734
	03/02/2017
	74.75
	74.75
	256.98

	Total for IWS Gas and Supply of Texas, LTD
	 
	$256.98
	$256.98
	 

	Juzo
11/30/2016Bill01066735
	12/30/2016
	755.16
	755.16
	755.16

	01/13/2017Bill01082240
	02/12/2017
	651.07
	651.07
	1,406.23

	01/13/2017Bill01083918
	02/12/2017
	94.39
	94.39
	1,500.62

	01/13/2017Bill01082232
	02/12/2017
	89.38
	89.38
	1,590.00








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
												
	01/13/2017Bill01085208
	02/12/2017
	76.42
	76.42
	1,666.42

	01/17/2017Bill01083927
	02/16/2017
	99.92
	99.92
	1,766.34

	01/17/2017Bill01086844
	02/16/2017
	38.21
	38.21
	1,804.55

	01/17/2017Bill01088146
	02/16/2017
	59.46
	59.46
	1,864.01

	01/30/2017Bill01089683
	03/01/2017
	518.07
	518.07
	2,382.08

	02/01/2017Bill01093735
	03/03/2017
	37.36
	37.36
	2,419.44

	02/01/2017Bill01091115
	03/03/2017
	471.96
	471.96
	2,891.40

	02/03/2017Bill01092281
	03/05/2017
	443.00
	443.00
	3,334.40

	Total for Juzo
	 
	$3,334.40
	$3,334.40
	 

	Lincoln National Life Insurance 03/01/2017Bill
	03/01/2017
	3,418.90
	3,418.90
	3,418.90

	Total for Lincoln National Life Insurance
	 
	$3,418.90
	$3,418.90
	 

	LOVE Advertising
01/13/2017Bill38560
	02/12/2017
	7,600.00
	7,600.00
	7,600.00

	01/13/2017Bill38455
	02/12/2017
	4,400.00
	4,400.00
	12,000.00

	01/13/2017Bill38457
	02/12/2017
	3,048.00
	3,048.00
	15,048.00

	01/13/2017Bill38459
	02/12/2017
	2,000.00
	2,000.00
	17,048.00

	01/13/2017Bill38458
	02/12/2017
	750.00
	750.00
	17,798.00

	01/13/2017Bill38454
	02/12/2017
	14,200.00
	14,200.00
	31,998.00

	DATE
	TRANSACTION TYPE
	NUM
	DUE DATE
	AMOUNT
	OPEN BALANCE
	BALANCE

	01/13/2017
	Bill
	38456
	02/12/2017
	2,000.00
	2,000.00
	33,998.00

	01/16/2017
	Bill
	38555
	02/15/2017
	3,535.00
	3,535.00
	37,533.00

	01/16/2017
	Bill
	38993
	03/13/2017
	3,610.21
	3,610.21
	41,143.21

	02/06/2017
	Bill
	38764
	03/08/2017
	1,292.84
	1,292.84
	42,436.05

	02/13/2017
	Bill
	38987
	03/15/2017
	5,925.00
	5,925.00
	48,361.05

	02/13/2017
	Bill
	38989
	03/15/2017
	3,048.00
	3,048.00
	51,409.05

	02/13/2017
	Bill
	38990
	03/15/2017
	2,000.00
	2,000.00
	53,409.05

	02/13/2017
	Bill
	38991
	03/15/2017
	2,000.00
	2,000.00
	55,409.05

	02/13/2017
	Bill
	38988
	03/15/2017
	19,000.00
	19,000.00
	74,409.05

	02/16/2017
	Bill
	38994
	03/13/2017
	2,954.85
	2,954.85
	77,363.90

	02/16/2017
	Bill
	38995
	03/18/2017
	3,000.00
	3,000.00
	80,363.90

	02/17/2017
	Bill
	39035
	03/19/2017
	1,250.29
	1,250.29
	81,614.19

	02/28/2017
	Bill
	39400
	03/30/2017
	1,399.26
	1,399.26
	83,013.45

	Total for LOVE Advertising
	 
	$83,013.45
	$83,013.45
	 

	Martin, Disiere, Jefferson, & Wisdom, L.L.P. 02/22/2017Bill140609
	03/06/2017
	206.50
	206.50
	206.50

	Total for Martin, Disiere, Jefferson, & Wisdom, L.L.P.
	 
	$206.50
	$206.50
	 

	McKesson Medical-Surgical
	 
	 
	 
	 

	01/03/2017
	Bill
	91928650
	02/15/2017
	744.71
	744.71
	744.71

	01/03/2017
	Bill
	91925153
	02/15/2017
	385.93
	385.93
	1,130.64

	01/03/2017
	Bill
	91894898
	02/15/2017
	57.36
	57.36
	1,188.00

	01/04/2017
	Bill
	92021745
	02/15/2017
	1,813.04
	1,813.04
	3,001.04

	01/05/2017
	Bill
	92103668
	02/15/2017
	491.86
	491.86
	3,492.90

	01/12/2017
	Bill
	92547790
	02/15/2017
	2,181.50
	2,181.50
	5,674.40

	01/12/2017
	Bill
	92553653
	02/15/2017
	749.67
	749.67
	6,424.07

	01/13/2017
	Bill
	92623222
	02/15/2017
	1,042.65
	1,042.65
	7,466.72

	01/17/2017
	Bill
	92801481
	02/15/2017
	54.13
	54.13
	7,520.85

	01/18/2017
	Bill
	92872537
	02/15/2017
	822.22
	822.22
	8,343.07

	01/19/2017
	Bill
	92955275
	02/15/2017
	1,492.37
	1,492.37
	9,835.44

	01/19/2017
	Bill
	92932606
	02/15/2017
	76.86
	76.86
	9,912.30

	01/20/2017
	Bill
	93027895
	02/15/2017
	996.54
	996.54
	10,908.84








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
												
	01/22/2017
	Bill
	93036532
	02/15/2017
	51.43
	51.43
	10,960.27

	01/24/2017
	Bill
	93174606
	02/15/2017
	154.67
	154.67
	11,114.94

	01/25/2017
	Bill
	93296663
	02/15/2017
	1,362.72
	1,362.72
	12,477.66

	01/25/2017
	Bill
	92855124
	02/15/2017
	742.29
	742.29
	13,219.95

	01/25/2017
	Bill
	92366116
	02/15/2017
	545.45
	545.45
	13,765.40

	01/25/2017
	Bill
	93287429
	02/15/2017
	354.24
	354.24
	14,119.64

	01/25/2017
	Bill
	93285209
	02/15/2017
	353.78
	353.78
	14,473.42

	01/25/2017
	Bill
	92623520
	02/15/2017
	325.71
	325.71
	14,799.13

	01/25/2017
	Bill
	93212142
	02/15/2017
	182.94
	182.94
	14,982.07

	01/25/2017
	Bill
	93163200
	02/15/2017
	138.14
	138.14
	15,120.21

	01/25/2017
	Bill
	92075666
	02/15/2017
	134.24
	134.24
	15,254.45

	01/25/2017
	Bill
	92872601
	02/15/2017
	131.92
	131.92
	15,386.37

	01/25/2017
	Bill
	91995281
	02/15/2017
	75.78
	75.78
	15,462.15

	01/25/2017
	Bill
	92844337
	02/15/2017
	55.51
	55.51
	15,517.66

	01/25/2017
	Bill
	92738356
	02/15/2017
	53.14
	53.14
	15,570.80

	01/25/2017
	Bill
	92204155
	02/15/2017
	46.28
	46.28
	15,617.08

	01/25/2017
	Bill
	92162590
	02/15/2017
	5.03
	5.03
	15,622.11

	01/26/2017
	Bill
	93319394
	02/15/2017
	75.90
	75.90
	15,698.01

	01/30/2017
	Bill
	93478363
	02/15/2017
	50.21
	50.21
	15,748.22

	DATETRANSACTION TYPE
	NUM
	DUE DATE
	AMOUNT
	OPEN BALANCE
	BALANCE

	02/02/2017Vendor Credit
	 
	 
	-154.67
	-154.67
	15,593.55

	02/02/2017Bill
	93827221
	03/15/2017
	381.81
	381.81
	15,975.36

	02/06/2017Bill
	94001419
	03/15/2017
	335.16
	335.16
	16,310.52

	02/06/2017Bill
	94008557
	03/15/2017
	2,359.65
	2,359.65
	18,670.17

	02/07/2017Bill
	94084359
	03/15/2017
	532.29
	532.29
	19,202.46

	02/08/2017Vendor Credit
	92117981
	 
	-199.50
	-199.50
	19,002.96

	02/10/2017Bill
	94322578
	03/15/2017
	1,275.42
	1,275.42
	20,278.38

	Total for McKesson Medical-Surgical
	 
	 
	$20,278.38
	$20,278.38
	 

	Medi USA, L.P.
01/18/2017Bill
	IN2507250
	02/17/2017
	247.00
	247.00
	247.00

	Total for Medi USA, L.P.
	 
	 
	$247.00
	$247.00
	 

	Medical Arts Press  12/10/2014Vendor Credit
	 
	 
	-212.68
	-104.45
	-104.45

	Total for Medical Arts Press
	 
	 
	$ -212.68
	$ -104.45
	 

	Merit Medical Systems, Inc. 01/17/2017Bill
	4631056
	02/16/2017
	453.07
	453.07
	453.07

	Total for Merit Medical Systems, Inc.
	 
	 
	$453.07
	$453.07
	 

	Office Pride 02/01/2017Bill
	424591
	03/01/2017
	963.37
	963.37
	963.37

	Total for Office Pride
	 
	 
	$963.37
	$963.37
	 

	ProStar Services Inc. DBA Parks Coffee 01/03/2017Bill
	1370375
	02/02/2017
	407.21
	407.21
	407.21

	01/03/2017Bill
	1370378
	02/02/2017
	180.31
	180.31
	587.52

	01/05/2017Bill
	1372848
	02/04/2017
	53.51
	53.51
	641.03

	01/06/2017Bill
	1372847
	02/05/2017
	163.84
	163.84
	804.87

	01/10/2017Bill
	1375866
	02/09/2017
	40.47
	40.47
	845.34

	01/17/2017Bill
	1380868
	02/16/2017
	637.08
	637.08
	1,482.42

	01/17/2017Bill
	1380871
	02/16/2017
	144.44
	144.44
	1,626.86

	01/17/2017Bill
	1380880
	02/16/2017
	42.85
	42.85
	1,669.71

	01/19/2017Bill
	1384597
	02/18/2017
	86.32
	86.32
	1,756.03

	01/24/2017Bill
	1387571
	02/23/2017
	18.83
	18.83
	1,774.86








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
												
	01/31/2017Bill
	1392627
	03/02/2017
	225.17
	225.17
	2,000.03

	Total for ProStar Services Inc. DBA Parks Coffee
	 
	$2,000.03
	$2,000.03
	 

	Safesite, Inc
02/01/2017BillSH-99687
	03/03/2017
	50.00
	50.00
	50.00

	Total for Safesite, Inc
	 
	$50.00
	$50.00
	 

	Stradis Medical, LLC
	 
	 
	 
	 

	01/03/2017
	Bill
	258767
	02/02/2017
	282.75
	282.75
	282.75

	01/13/2017
	Bill
	259362
	02/12/2017
	933.95
	933.95
	1,216.70

	01/19/2017
	Bill
	259644
	02/18/2017
	509.70
	509.70
	1,726.40

	01/20/2017
	Bill
	259694
	02/19/2017
	248.75
	248.75
	1,975.15

	01/20/2017
	Bill
	259698
	02/19/2017
	248.75
	248.75
	2,223.90

	01/20/2017
	Bill
	259712
	02/19/2017
	497.50
	497.50
	2,721.40

	01/24/2017
	Bill
	259871
	02/23/2017
	248.75
	248.75
	2,970.15

	01/24/2017
	Bill
	259859
	02/23/2017
	248.75
	248.75
	3,218.90

	01/24/2017
	Bill
	259872
	02/23/2017
	248.75
	248.75
	3,467.65

	Total for Stradis
	Medical, LLC
	 
	 
	$3,467.65
	$3,467.65
	 

	Terumo Medical 02/06/2017
	Corporation Bill
	12302458
	03/08/2017
	773.98
	773.98
	773.98

	DATETRANSACTION TYPE
	NUM
	DUE DATE
	AMOUNT
	OPEN BALANCE
	BALANCE

	Total for Terumo Medical Corporation
	 
	 
	$773.98
	$773.98
	 

	The Hartford 02/21/2017Bill
	13975666
	02/21/2017
	26,382.40
	26,382.40
	26,382.40

	Total for The Hartford
	 
	 
	$26,382.40
	$26,382.40
	 

	The Weston Group 01/31/2017Bill
	2020458
	03/02/2017
	79.37
	79.37
	79.37

	01/31/2017Bill
	2020459
	03/02/2017
	408.46
	408.46
	487.83

	01/31/2017Bill
	2020455
	03/02/2017
	2,685.20
	2,685.20
	3,173.03

	01/31/2017Bill
	2020457
	03/02/2017
	52.91
	52.91
	3,225.94

	Total for The Weston Group
	 
	 
	$3,225.94
	$3,225.94
	 

	Total Vein Systems 01/31/2017Bill
	115537
	02/10/2017
	233.32
	233.32
	233.32

	02/01/2017Bill
	115596
	02/11/2017
	286.92
	286.92
	520.24

	02/06/2017Bill
	115688
	02/16/2017
	649.35
	649.35
	1,169.59

	02/15/2017Bill
	115962
	02/25/2017
	324.09
	324.09
	1,493.68

	Total for Total Vein Systems
	 
	 
	$1,493.68
	$1,493.68
	 

	TY Art, LLC
10/17/2016Bill
	16230
	11/16/2016
	180.00
	180.00
	180.00

	Total for TY Art, LLC
	 
	 
	$180.00
	$180.00
	 

	Ultra Chemicals - 2 02/03/2017Bill
	01630p
	03/05/2017
	105.03
	105.03
	105.03

	Total for Ultra Chemicals - 2
	 
	 
	$105.03
	$105.03
	 

	Ultra-MC&E Services, Inc. 02/01/2017Bill
	14062
	02/16/2017
	643.55
	643.55
	643.55

	02/01/2017Bill
	14061
	02/16/2017
	647.88
	647.88
	1,291.43

	02/01/2017Bill
	14060
	02/16/2017
	886.89
	886.89
	2,178.32

	Total for Ultra-MC&E Services, Inc.
	 
	 
	$2,178.32
	$2,178.32
	 

	Vanish Document Shredding 01/13/2017Bill
	36465
	02/12/2017
	50.00
	50.00
	50.00

	01/24/2017Bill
	36550
	02/23/2017
	40.00
	40.00
	90.00

	02/08/2017Bill
	36785
	03/10/2017
	40.00
	40.00
	130.00

	02/21/2017Bill
	36962
	03/23/2017
	40.00
	40.00
	170.00








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
												
	02/27/2017Bill
	36760
	03/29/2017
	40.00
	40.00
	210.00

	Total for Vanish Document Shredding
	 
	 
	$210.00
	$210.00
	 

	WMPT Stone Oak, L.P. 01/01/2017Bill
	00005079
	01/31/2017
	329.00
	329.00
	329.00

	Total for WMPT Stone Oak, L.P.
	 
	 
	$329.00
	$329.00
	 

	TOTAL
	 
	 
	$386,865.30
	$386,973.53
	 








CARLOS R. HAMILTON, III, M.D., P.A.






DATE    TRANSACTION TYPE   NUM    DUE DATE    AMOUNT    OPEN BALANCE    BALANCE
Elsevier Health Science
	
						
	01/17/2017Bill
	21681440-1
	02/16/2017
	216.60
	216.60
	216.60

	Total for Elsevier Health Science
	 
	 
	$216.60
	$216.60
	 

	Guardian 02/14/2017Bill
	MAR 2017
	03/01/2017
	393.45
	393.45
	393.45

	Total for Guardian
	 
	 
	$393.45
	$393.45
	 

	Health Care Service Corporation 01/18/2017Bill
	0000713745-COBRA
	02/01/2017
	4,816.68
	4,816.68
	4,816.68

	02/27/2017Bill
	MAR 2017
	03/01/2017
	6,740.12
	6,740.12
	11,556.80

	Total for Health Care Service Corporation
	 
	$11,556.80
	$11,556.80
	 

	Lincoln National Life Insurance Company 02/01/2017Bill
	 
	03/01/2017
	869.59
	869.59
	869.59

	Total for Lincoln National Life Insurance Company
	 
	$869.59
	$869.59
	 

	The Hartford
02/21/2017Bill14064793
	03/03/2017
	9,161.00
	9,161.00
	9,161.00

	02/24/2017Bill14064793
	03/03/2017
	916.10
	916.10
	10,077.10

	Total for The Hartford
	 
	$10,077.10
	$10,077.10
	 

	TOTAL
	 
	$23,113.54
	$23,113.54
	 




















































Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5




































Schedule 1.3(c)


Equipment Indebtedness


1.  Combination Loan and Security Agreement (Contract Number 404858-700), dated October 10, 2013, between Hamilton Physician Services, LLC, as Debtor, and Wells Fargo, as Secured Party. Note:  This agreement is not assignable by Debtor (see Schedule 2.3).
2.  Combination Loan and Security Agreement (Contract Number 404858-701), dated June 11, 2013, between Hamilton Physician Services, LLC, as Debtor, and Wells Fargo, as Secured Party. Note:  This agreement is not assignable by Debtor (see Schedule 2.3).





Schedule 1.3(e)


Clinic Leases


1.  Lease Agreement, dated February 11, 2016, as amended, between Carlos R. Hamilton III, M.D., PA and FCB Fort Bend Holdings LLC for property located at 4690 Sweetwater Boulevard, Suite 200 and Suite 160, Sugar Land, Texas, 77479.


2.  Sublease, dated December 20, 2012, between Hamilton Physician Services, LLC and Community Bank of Texas (successor-by-merger of Founders Bank, SSB and Vista Bank Texas) for property located at 4690 Sweetwater Boulevard, Suite 113, Sugar Land, Texas, 77479.


3.  Office Building Lease Agreement, dated August 7, 2013, between Hamilton Physician Services, LLC and Star 2012 Development, LP for property located at 23510 Kingsland Boulevard, Suite 100, Katy, Texas 77479.


4.  Lease Agreement, dated August 30, 2013, between Hamilton Physician Services, LLC and 251 Medical Center, LLC for property located at 251 Medical Center Boulevard, Suites 200 and 210, Webster, Texas 77598.






Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







5.  Agreement of Lease, dated June 2014, between Hamilton Physician Services, LLC and Hede FLP for property located at 9323 Pinecroft, Suite 200, Woodlands, Texas 77380.


6.  Commercial Lease, dated July 16, 2014, as amended, between Hamilton Physician Services, LLC and Westbank Development, LLC for property located at 1650 Round Rock Avenue, Suite 100, Round Rock, Texas 78681.


7.  Lease Agreement, dated February 15, 2013, between Hamilton Physician Services, LLC and Office Grove Kingwood, LP for property located at 19701 Kingwood Drive, Building 1, Suite B, Kingwood, Texas 77339.


8.  Lease Agreement, dated May 13, 2015, as amended, between Hamilton Physician Services, LLC and WMPT Stone Oak, LLP for property located at 19016 Stone Oak Parkway, San Antonio, Texas  78258. Note: Buyer and Sellers acknowledge and agree that, in accordance with the First Amendment to Lease Agreement, dated May 13, 2015 (the “First Amendment”), (i) the “Suite 150 Termination Date” has occurred, (ii) Sellers no longer occupy Suite 150 (as defined in the First Amendment), and (iii) Buyer is not assuming any obligation or liability with respect to Suite 150.







Schedule 1.3(f)


Other Assumed Liabilities


Seller entered into mediated settlement agreements (the “Agreements”) with two former Managers of HPS, whereby HPS agreed to indemnify those individuals with respect to any future liabilities related to their involvement in HPS. The Agreements were provided to Buyer and NHC.  Additional information is available upon request subject to confidentiality restrictions.





Schedule 1.4


Retained Liabilities


1. Those certain loan documents executed by Hamilton Physician Services, LLC, as Debtor, and Carlos R. Hamilton III, M.D., as Guarantor, in favor of The Bank of River Oaks, including that certain Commercial Promissory Note, dated June 15, 2016, and that certain Business Loan Agreement, dated June 15, 2016, and that certain Commercial Security Agreement, dated June 15, 2016.


2.  Those certain loan documents executed by Carlos R. Hamilton, III, M.D., PA, as Debtor, and Carlos R. Hamilton, III, M.D., as Guarantor, in favor of The Bank of River Oaks, including that certain Commercial Line of Credit Agreement and Note, dated June 15, 2016, that certain Business 




Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







Loan Agreement, dated June 15, 2016, and that certain Commercial Security Agreement, dated June 15, 2016.


3.  Equipment Lease, dated November 2, 2011, between TCF Equipment Finance, Inc. and Carlos R. Hamilton, III, M.D., P.A.


4.  Equipment Lease, dated May 8, 2012, between TCF Equipment Finance, Inc. and Carlos R. Hamilton, III, M.D., P.A.


5.  Lease Agreement, dated May 3, 2012, between Everbank Commercial Finance, Inc. and Carlos R. Hamilton, III, M.D., P.A.


6.  Equipment Finance Agreement, dated January 30, 2013, between Everbank Commercial Finance, Inc. and Hamilton Physician Services, LLC and Carlos R. Hamilton, III, M.D., P.A.


7.  Equipment Finance Agreement, between Carlos R. Hamilton, III, M.D., P.A. and Spencer Capital Group, Inc. d/b/a Group Financial Services.


8.  Image Management Agreement, dated September 5, 2013, as amended, by and among Wells Fargo Financial Services, Inc., Dahill, and Carlos R. Hamilton, III, M.D., P.A., and ImageCare Maintenance Agreement, dated September 5, 2013, between Carlos R. Hamilton, III, M.D., P.A. and Dahill.



Schedule 2.3


Conflicts, Consents, etc.


Sellers’ Governing Documents


The execution, delivery and performance of this Agreement requires the consent of the following persons pursuant to Sellers’ governing documents:


		
	1.
	The Restated and Amended Company Agreement of Hamilton Physician Services, LLC (“HPS”) requires the consent of a supermajority of the Members for the sale of substantially all of the assets of HPS.  Carlos R. Hamilton III, M.D. is the sole Member and Manager of HPS. 




		
	2.
	The Texas Business Organizations Code requires the approval of the Directors and 2/3 of the Members for the sale of substantially all of the assets of Carlos R. Hamilton, III, M.D., PA (the “PA”). Carlos R. Hamilton III, M.D. is the sole Member and Director of the PA.




Other Required Consents


The execution, delivery and performance of this Agreement expressly requires the consent of the following persons or entities with respect to the following agreements:






Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







1. Cost per Image Rental Agreement, dated April 25, 2013, between CIT Finance, LLC and Dahill, on the one hand, and Carlos R. Hamilton, III, M.D., PA, on the other hand, for:


	
			
	Model
	Serial Number
	Date

	3635x
	BB1566980
	4/25/13

	6605DN
	XL3598539
	4/25/13






2. Image Management Agreement, dated September 5, 2013, as amended, by and among Wells Fargo Financial Services, Inc., Dahill, Carlos R. Hamilton, III, M.D., PA and ImageCare Maintenance Agreement, dated September 5, 2013, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	3635x
	LBP263567
	9/5/13

	3635x
	LBP262057
	9/5/13

	6605DN
	XL3600844
	9/5/13






3. Dahill 360 Total Print Program agreement, dated December 23, 2013, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	6605DN
	XL3604843
	12/23/13






4. Dahill Print Programs agreement, dated August 4, 2014, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	6605DN
	XL3612020
	8/4/13






5.  Amendment to Image Management Agreement, dated October 16, 2014, between Wells Fargo Financial Services, Inc. and Dahill, on the one hand, and Carlos R. Hamilton, III, M.D., PA, on the other hand, and Maintenance Agreement, dated October 16, 2013, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	7845
	MX4361359
	10/16/14

	7845
	MX4357869
	10/16/14

	4260x
	E58587695 (?)
	10/16/14






6.  Dahill Print Programs agreement, dated October 16, 2014, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:






Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
			
	Model
	Serial Number
	Date

	3615DN
	A28199853
	10/16/14

	3615DN
	A28199855
	10/16/14

	6605DN
	XL3614769
	10/16/14






7.  Dahill Print Programs agreement, dated March 19, 2015, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	3615
	A2T204144
	3/19/15






8.  Dahill Print Programs agreement, dated April 21, 2015, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	6605DN
	XL3619829
	4/21/15






9.  Dahill Print Programs agreement, dated May 12, 2015, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	6605DN
	XL3620476
	5/12/15






10.  Dahill Print Programs agreement, dated July 17, 2015, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:




	
			
	Model
	Serial Number
	Date

	3615
	A2T381528
	7/17/15






11.  Dahill Print Programs agreement, dated August 14, 2015, between Carlos R. Hamilton, III, M.D., PA and Dahill, for:


	
			
	Model
	Serial Number
	Date

	3615
	A2T379496
	8/14/15






12.  Lease Agreement, dated February 11, 2016, as amended, between Carlos R. Hamilton III, M.D., PA and FCB Fort Bend Holdings LLC for property located at 4690 Sweetwater Boulevard, Suite 200 and Suite 160, Sugar Land, Texas, 77479.


13.  Sublease, dated December 20, 2012, between Hamilton Physician Services, LLC and Community Bank of Texas (successor-by-merger of Founders Bank, SSB and Vista Bank Texas) for property located at 4690 Sweetwater Boulevard, Suite 113, Sugar Land, Texas, 77479.






Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







14.  Office Building Lease Agreement, dated August 7, 2013, between Hamilton Physician Services, LLC and Star 2012 Development, LP for property located at 23510 Kingsland Boulevard, Suite 100, Katy, Texas 77479.


15.  Lease Agreement, dated August 30, 2013, between Hamilton Physician Services, LLC and 251 Medical Center, LLC for property located at 251 Medical Center Boulevard, Suites 200 and 210, Webster, Texas 77598.


16.  Agreement of Lease, dated June 2014, between Hamilton Physician Services, LLC and Hede FLP for property located at 9323 Pinecroft, Suite 200, Woodlands, Texas 77380.


17.  Commercial Lease, dated July 16, 2014, as amended, between Hamilton Physician Services, LLC and Westbank Development, LLC for property located at 1650 Round Rock Avenue, Suite 100, Round Rock, Texas 78681.


18.  Sublease Agreement, dated March 1, 2016, between Hamilton Physician Services, LLC and Health Connections, P.C. d/b/a Lymphwell P.C. for a portion of the property located at 1650 Round Rock Avenue, Suite 100, Round Rock, Texas 78681.


19.  Lease Agreement, dated February 15, 2013, between Hamilton Physician Services, LLC and Office Grove Kingwood, LP for property located at 19701 Kingwood Drive, Building 1, Suite B, Kingwood, Texas 77339.


20.  Lease Agreement, dated May 13, 2015, as amended, between Hamilton Physician Services, LLC and WMPT Stone Oak, LLP for property located at 19016 Stone Oak Parkway, San Antonio, Texas  78258. Note: Buyer and Sellers acknowledge and agree that, in accordance with the First Amendment to Lease Agreement, dated May 13, 2015 (the “First Amendment”), (i) the “Suite 150 Termination Date” has occurred, (ii) Sellers no longer occupy Suite 150 (as defined in the First Amendment), and (iii) Buyer is not assuming any obligation or liability with respect to Suite 150.


21. Software License (C-Arm) between Siemens Medical Solutions USA, Inc. and Hamilton Vein Center (“Purchaser”). In addition, the agreement requires the Purchaser to give Siemens a right of first refusal if Purchaser sells the equipment covered by the agreement.


22.  Luxel+ and Ring Dosimetry Service Order Form and Dosimetry Service Terms and Conditions, dated August 22, 2016, between Hamilton Vein Center and Landauer, Inc.


23.  Those certain loan documents executed by Hamilton Physician Services, LLC, as Debtor, and Carlos R. Hamilton III, M.D., as Guarantor, in favor of The Bank of River Oaks, including that certain Commercial Promissory Note, dated June 15, 2016, and that certain Business Loan Agreement, dated June 15, 2016, and that certain Commercial Security Agreement, dated June 15, 2016.*
24.  Those certain loan documents executed by Carlos R. Hamilton, III, M.D., PA, as Debtor, and Carlos R. Hamilton, III, M.D., as Guarantor, in favor of The Bank of River Oaks, including that certain Commercial Line of Credit Agreement and Note, dated June 15, 2016, that certain Business 




Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







Loan Agreement, dated June 15, 2016, and that certain Commercial Security Agreement, dated June 15, 2016.*
25.  Services Agreement, dated August 1, 2012, between Love Advertising, Inc. and Hamilton Vein Center.


26.  Master Services Agreement between AthenaHealth, Inc. and Carlos R. Hamilton, III, M.D., PA (the “Client”) (the Client may assign the agreement with no less than 90 days prior written notice as part of a sale of substantially all of its assets, provided that the Client and the assignee shall remain liable for any unperformed obligations under the agreement arising prior to the effective date of such transaction).


27.  Master Services Agreement, dated December 15, 2014, General Terms and Conditions (available online) and Specific Attachment Ethernet Dedicated Internet Services Terms and Conditions, between Comcast Cable Communications Management, LLC and Hamilton Vein Center. 


28.  Customer Technology Systems Agreement, Customer Technology Systems License Agreement and Rebate Agreement, dated June 15, 2016, and Terms of Sale (available online), between McKesson Medical-Surgical Minnesota Supply Inc. and Hamilton Physician Services, LLC.


29.  Software License, Support and Warranty, dated December 1, 2013, between Smaart Medical Systems, Inc. and Hamilton Vein Center.


30.  Master Service Agreement and Customer Sales Order, dated June 8, 2015, and Terms of Service (available online), between Vonage Business, Inc. and Hamilton Vein. 


31.  Provider Agreement, dated March 30, 2016, between Aetna Health, Inc. and Carlos R. Hamilton, III, M.D., PA.**


32.  Specialist Physician Agreement, dated October 1, 2010, between Aetna Health, Inc. and Carlos R. Hamilton, III, M.D., PA.**


33.  Physician Participation Agreement, dated May 10, 2010, between Health Value Management, Inc. d/b/a ChoiceCare Network and Carlos R. Hamilton, III, M.D., PA (the “Physician”) (the assignment by Physician of the agreement shall require notice to and the written consent of ChoiceCare. Any attempt by Physician to assign the agreement without complying with such terms shall be void and of no effect, and ChoiceCare, at its option, may elect to terminate the agreement upon 30 days written notice to Physician without any further liability or obligation to Physician).**


34.  Provider Group Services Agreement, dated June 30, 2010, between Cigna HealthCare of Texas, Inc. and Carlos R. Hamilton, III, M.D., PA.**


35.  Physician Participation Agreement, dated May 10, 2010, between Humana Health Plan of Texas, Inc. and Carlos R. Hamilton, III, M.D., PA (the “Physician”) (the assignment by Physician of the agreement shall require notice to and the written consent of Humana. Any attempt by Physician to assign the agreement without complying with such terms shall be void and of no effect, and Humana, 




Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







at its option, may elect to terminate the agreement upon 30 days written notice to Physician without any further liability or obligation to Physician).**


36.  Provider Services Agreement, dated June 1, 2012, between Molina Healthcare of Texas, Inc. and Carlos R. Hamilton, III, M.D., PA.**


37.  MPI Participating Professional Group Agreement between Multiplan, Inc. and Carlos R. Hamilton, III, M.D., PA.**


38.  Participating Group Provider Agreement, dated October 1, 2015, between Scott and White Health Plan and Carlos R. Hamilton, III, M.D., PA.**


39.  Physician Agreement, dated January 15, 2014, between Aetna Health, Inc. and Arnold J. Valenson, M.D.**


40.  Participating Provider Agreement, dated December 1, 2013, between HealthSmart Inter Plan Health Group and Emerald Health Network and Arnold J. Valenson, M.D.**


41.  Agreement and General Terms and Conditions, dated June 1, 2012, between Coventry Health Care, Inc. and Carlos R. Hamilton, III, M.D.**


42.  Medical Group Contract between United Healthcare and Carlos R. Hamilton, III, M.D. (the “Provider”) (if Provider transfers some or all of its assets to another entity, Provider must first request that United approve the assignment, and the other entity must agree to assume the agreement).**


43.  Provider Agreement, dated July 18, 2016, between Aetna Health, Inc. and Katie Beaudoin, P.A.**


44.  Provider Agreement, dated November 14, 2016, between Aetna Health, Inc. and Meagan Ong, P.A.**


45.  Provider Agreement, dated September 14, 2016, between Aetna Health, Inc. and Sarah Applegate, PA-C.**


46.  Provider Agreement, dated June 29, 2016, between Aetna Health, Inc. and Shauna Gordon, PA-C.**


47.  Provider Agreement, dated June 29, 2016, between Aetna Health, Inc. and Tina Elackatt, P.A.**


48.  Participating Provider Agreement, dated October 27, 2014, between Amerigroup Texas, Inc. and Carlos R. Hamilton, III, M.D., P.A.**


49.  Equipment Lease, dated November 2, 2011, between TCF Equipment Finance, Inc. and Carlos R. Hamilton, III, M.D., P.A.*






Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







50.  Equipment Lease, dated May 8, 2012, between TCF Equipment Finance, Inc. and Carlos R. Hamilton, III, M.D., P.A.*


51.  Participating Provider Agreement, dated November 23, 2013 between Universal American Corp. and Carlos R. Hamilton, III, M.D., P.A.**


Other Conflicts


1. That certain Combination Loan and Security Agreement (Contract Number 404858-700), dated October 10, 2013, between Hamilton Physician Services, LLC, as Debtor, and Wells Fargo, as Secured Party, is not assignable by Debtor.


2. That certain Combination Loan and Security Agreement (Contract Number 404858-701), dated June 11, 2013, between Hamilton Physician Services, LLC, as Debtor, and Wells Fargo, as Secured Party, is not assignable by Debtor.


3. Under the loan documents executed by Hamilton Physician Services, LLC, as Debtor, and Carlos R. Hamilton III, M.D., as Guarantor, in favor of The Bank of River Oaks, including that certain Commercial Promissory Note, dated June 15, 2016, and that certain Business Loan Agreement, dated June 15, 2016, and that certain Commercial Security Agreement, dated June 15, 2016, the sale of the Debtor’s business or the Collateral constitutes an event of default.* 


4. Under the loan documents executed by Carlos R. Hamilton, III, M.D., PA, as Debtor, and Carlos R. Hamilton, III, M.D., as Guarantor, in favor of The Bank of River Oaks, including that certain Commercial Line of Credit Agreement and Note, dated June 15, 2016, that certain Business Loan Agreement, dated June 15, 2016, and that certain Commercial Security Agreement, dated June 15, 2016, the sale of the Debtor’s business or the Collateral constitutes an event of default.*


5.  That certain Services Agreement, dated October 29, 2015, between Hamilton Vein Center (“Customer”) and Excel Medical Waste Disposal, is not expressly assignable by Customer.


6.  Under that certain Software as a Subscription Agreement, dated October 18, 2016, between Clinect Healthcare, Inc. and Carlos R. Hamilton, III, M.D., PA (the “PA”), the PA may not sublicense, assign or otherwise transfer the PA’s right to access or use the Licensed Materials (as defined therein). Further, Clinect may terminate the agreement if the PA attempts to assign without Clinect’s written permission.


7.  Under that certain Master Services Agreement, dated December 15, 2014, General Terms and Conditions (available online) and Specific Attachment Ethernet Dedicated Internet Services Terms and Conditions, between Comcast Cable Communications Management, LLC and Hamilton Vein Center (the “Customer”), the Customer may not sell, resell, sublease, assign, license, sublicense, share, provide, or otherwise utilize in conjunction with a third party (including without limitation in any joint venture or as part of any outsourcing activity) the Services (as defined therein) or any component thereof.






Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







8.  Under that certain Provider Agreement, dated March 30, 2016, between Aetna Health, Inc. and Carlos R. Hamilton, III, M.D., PA. (“Provider”), a change in control of Provider to an entity not acceptable to Aetna shall result in the immediate termination or suspension of the agreement by Aetna, upon notice to Provider, at Aetna’s discretion at any time.**


9.  Under that certain Specialist Physician Agreement, dated October 1, 2010, between Aetna Health, Inc. and Carlos R. Hamilton, III, M.D., PA. (the “Provider”), the agreement relates solely to the provision of Physician Services (as defined therein) by Provider and does not apply to any other organization which succeeds to Provider’s assets, by merger, acquisition or otherwise, or is an affiliate of Provider. Further, a change in control of Provider to an entity not acceptable to Aetna shall result in the immediate termination or suspension of the agreement by Aetna, upon notice to Provider, at Aetna discretion at any time.**


10.  Under that certain Physician Contract, dated September 16, 2010, between United Healthcare and Carlos R. Hamilton, III, M.D. (the “Physician”), the Physician is not given any express right to assignment (however, United has the right to assign the agreement to any affiliate of United).**


11.  Under that certain Provider Agreement, dated July 18, 2016, between Aetna Health, Inc. and Katie Beaudoin, P.A. (the “Provider”), a change in control of Provider to an entity not acceptable to Aetna shall result in the immediate termination or suspension of the agreement by Aetna, upon notice to Provider, at Aetna discretion at any time.**


12.  Under that certain Provider Agreement, dated November 14, 2016, between Aetna Health, Inc. and Meagan Ong, P.A. (the “Provider”), a change in control of Provider to an entity not acceptable to Aetna shall result in the immediate termination or suspension of the agreement by Aetna, upon notice to Provider, at Aetna discretion at any time.**


13.  Under that certain Provider Agreement, dated September 14, 2016, between Aetna Health, Inc. and Sarah Applegate, PA-C (the “Provider”), a change in control of Provider to an entity not acceptable to Aetna shall result in the immediate termination or suspension of the agreement by Aetna, upon notice to Provider, at Aetna discretion at any time.**


14.  Under that certain Provider Agreement, dated June 29, 2016, between Aetna Health, Inc. and Shauna Gordon, PA-C (the “Provider”), a change in control of Provider to an entity not acceptable to Aetna shall result in the immediate termination or suspension of the agreement by Aetna, upon notice to Provider, at Aetna discretion at any time.**


15.  Under that certain Provider Agreement, dated June 29, 2016, between Aetna Health, Inc. and Tina Elackatt, P.A (the “Provider”), a change in control of Provider to an entity not acceptable to Aetna shall result in the immediate termination or suspension of the agreement by Aetna, upon notice to Provider, at Aetna discretion at any time.**


16.  That certain Lease Agreement, dated May 3, 2012, between Everbank Commercial Finance, Inc. and Carlos R. Hamilton, III, M.D., P.A. (“Lessee”) is not assignable by Lessee.*






Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







17.  That certain Equipment Finance Agreement, dated January 30, 2013, between Everbank Commercial Finance, Inc. and Hamilton Physician Services, LLC and Carlos R. Hamilton, III, M.D., P.A. (collectively, “Lessee”) is not assignable by Lessee.*


18.  That certain Equipment Finance Agreement, between Carlos R. Hamilton, III, M.D., P.A. (“Customer”) and Spencer Capital Group, Inc. d/b/a Group Financial Services is not assignable by Customer.*










* For purposes of completeness, this Schedule 2.3 includes the loan documents executed in favor of The Bank of River Oaks, notwithstanding that Buyer will not assume the debt evidenced by such documents.


** For purposes of completeness, this Schedule 2.3 includes applicable commercial payor agreements to which Sellers, or the providers affiliated with Sellers, are a party, notwithstanding that Buyer will not assume any managed care agreements of Sellers.



Schedule 2.4


Title, Sufficiency and Condition of Assets 


Leased or Licensed Purchased Assets


1. The equipment that is the subject of that certain Equipment Finance Agreement, dated January 30, 2013, between EverBank Commercial Finance, Inc. and Carlos R. Hamilton, III, M.D., P.A.


2.  The equipment that is the subject of that certain Lease Agreement, dated May 3, 2012, between EverBank Commercial Finance, Inc. and Hamilton Physician Services, LLC and Carlos R. Hamilton, III, M.D., P.A.


3.  The equipment that is the subject of that certain Equipment Lease, dated November 2, 2011, between TCF Equipment Finance, Inc. and Carlos R. Hamilton, III, M.D., P.A.


4.  The equipment that is the subject of that certain Equipment Lease, dated May 8, 2012, between TCF Equipment Finance, Inc. and Carlos R. Hamilton, III, M.D., P.A.


5.  The equipment that is the subject of  that certain Equipment Finance Agreement, between Carlos R. Hamilton, III, M.D., P.A. and Spencer Capital Group, Inc. d/b/a Group Financial Services.


6.  The equipment that is the subject of that certain Image Management Agreement, dated September 5, 2013, as amended, by and among Wells Fargo Financial Services, Inc., Dahill, and Carlos R. Hamilton, III, M.D., P.A., and that certain ImageCare Maintenance Agreement, dated September 5, 2013, between Carlos R. Hamilton, III, M.D., P.A. and Dahill.








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







Permitted Encumbrances


1. UCC-1 Financing Statement, Filing Number 13-0019055135, filed on June 14, 2013, with Hamilton Physician Services, LLC as Debtor, and Wells Fargo Equipment Finance, Inc. as Secured Party.


2.  UCC-1 Financing Statement, Filing Number 13-0032815730, filed on October 15, 2013, with Hamilton Physician Services, LLC as Debtor, and Wells Fargo Equipment Finance, Inc. as Secured Party.



Schedule 2.5


Financial Statements


Deviations from Cash Basis/Standard Accounting Principles 


None 


Material Adverse Change


Carlos R. Hamilton, III, M.D., P.A. is in the process of refunding certain amounts to patients and is conducting an internal review of billing and coding practices related to other payors to determine if there are payments that may have been improperly received, as reflected in 2015 and 2016 Balance Sheets and Profit & Loss Statements. 



Schedule 2.7


Permits





Schedule 2.9


Excluded IP Assets


None 



Schedule 2.10(b)


Health Care Professional Agreements


1. Mid-level Provider Employment Agreement, dated October 14, 2016, between Carlos R. Hamilton, III, M.D., P.A. and Natalie Bernard, NP.


2.  Physician Employment Agreement, dated March 3, 2016, between Carlos R. Hamilton, III, M.D., P.A. and Sheri Macrino, M.D.


3.  Letter Employment Agreement, dated January 20, 2015, between Carlos R. Hamilton, III, M.D., P.A. and Justin Smith, M.D.




Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5









4.  Letter Employment Agreement, dated April 26, 2013, between Carlos R. Hamilton, III, M.D., P.A. and A.J. Valenson, M.D.







Schedule 2.10(c)


Related Party Agreements


1. That certain Office Building Lease Agreement, dated August 7, 2013, between Star 2012 Development, LP, as “Landlord”, and Hamilton Physician Services, LLC, as “Tenant”, is indirectly an agreement between Hamilton Physician Services, LLC and Carlos R. Hamilton, III, M.D. (“Dr. Hamilton”). Dr. Hamilton is a member of Star 6 Ventures, LLC (“Star 6”), and Star owns a limited partnership interest in Star 2012 Development, LP.



Schedule 2.10(d)


Lease Payments


None 



Schedule 2.11


Sellers’ Legal Proceedings




Sellers entered into mediated settlement agreements (the “Agreements”) with two former Managers of HPS, whereby HPS agreed to indemnify those individuals with respect to any future liabilities related to their involvement in HPS. The Agreements were provided to Buyer and NHC.  Additional information is available upon request subject to confidentiality restrictions.



3710223.1
Schedule 2.12(a)
NPIs/Provider Numbers






Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5











Schedule 2.12(b)


Billing and Coding Practices


1.  During an internal review of billing and coding practices, Carlos R. Hamilton, III, M.D., P.A. noted instances of unintentional billing errors and payments from Medicare and Medicaid that may have been improperly received. All identified amounts due to Medicare and Medicaid and their secondary payors have been refunded voluntarily. 


2.  Carlos R. Hamilton, III, M.D., P.A. is in the process of refunding certain amounts to patients. 


3.  Carlos R. Hamilton, III, M.D., P.A. is conducting an internal review of billing and coding practices related to other payors to determine if there are payments that may have been improperly received.  



Schedule 2.14
Clinical Staff Matters


List Clinical Staff include Credentials and Medical Specialty (MD, PA, RNP)


HAMILTON, CARLOS R - MD - BOARD CERTIFIED, VASCULAR AND INTERVENTIONAL RADIOLOGY




Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







MACRINO, SHERI - MD - - BOARD CERTIFIED, DIAGNOSTIC RADIOLOGY; FELLOWSHIP IN VASCULARY AND INTERVENTIONAL RADIOLOGY
SMITH, JUSTIN G- MD - BOARD CERTIFIED, DIAGNOSTIC RADIOLOGY 
VALENSON, ARNOLD J- MD - BOARD CERTIFIED, DIAGNOSTIC RADIOLOGY; FELLOWSHIP IN VASCULARY AND INTERVENTIONAL RADIOLOGY
BINGHAM, BRIGID - MD (July 2017)


APPLEGATE, SARAH - PA-C
BERNARD, NATALIE    - FNP-C
ELACKATT, TINA - PA-C
GIBERGA, KIM - FNP-C
GILBERT, CHRISTINE - PA-C
GORDON, SHAUNA - PA-C
ONG, MEAGAN - PA-C
GRIZZLE, HEATHER - RPA


List of Clinical Staff that Have Resigned or Been Terminated Since 1/2014
DI IORIO, MICHAEL - MD
FOX, WILLIAM C - MD
FRANCIOSA, STEFAN V - MD
HARDEE, ERIC - MD
RADHAKRISHNAN, JAY K - MD
REINCKE, TONIE -MD
RAZA - SYED    - MD (Contractor)


ASERON, LAUREN - PA-C
BEAUDOIN, KATIE - PA-C
CLARK, JENNIFER - PA-C
DAVIS, LAURA - PA-C
ENGEL, JENNIFER L - PA-C
JOHNSON, MELANIE - PA-C
KRAMER, RACHEL - PA-C
MERCADO, ELLEN - PA-C
PATEL, TINABEN - PA-C
SALAZAR, CRISTINA - PA-C




Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







SANFORD, KATHY E - PA-C
YTURRI, LEAH - PA-C
LEMERY, KRISTIN M - RA
GORDON, LAURA - RNP


Clinical Staff  Pending or Threatened Claims
NONE


Material Adverse Actions Taken against Clinical Staff
NONE



Schedule 3.1(b)


Buyer Consents


None.



Schedule 4.5


Transferred Employees


Employees and PTO as of Closing


	
		
	Payroll Name
	PTO Balance 

	Abraham, Elizabeth
	49.89

	Aguilar, Jannete
	4.81

	Alvarado, Joanne
	119.66

	Alvarado, Julianna M
	13.52

	Arrambide, Yvette
	15.63

	Artis, Tomika
	47.67

	Avila, Andres
	69.30

	Bailey, Chantia
	35.20

	Battaglia, Vanessa
	(13.52)

	Behr, David M
	87.56

	Bewick, Brittani Nichelle
	29.85

	Brice, Berrica
	54.23

	Cardona, Mariana
	101.55

	Carpenter, Erin
	82.49

	Choudhry, Naina
	2.43

	Cruz, Tiffany
	(4.74)

	Curl, Julia
	74.51








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
		
	Davie, Paula
	35.62

	Davis, Sara
	19.94

	Dunlap, Stefanie
	24.06

	Farah, Larissa
	30.50

	Flores, Casandra S
	17.43

	Flores, Miriam
	(7.39)

	Franklin, Nisha Mehra
	0.00

	Fraser, Tiffany
	11.72

	Garcia, Diana G
	18.53

	Garza, Irma
	111.69

	Gomez, Ibeth
	40.83

	Gonzales, Emily E
	219.78

	Gray, Takia
	30.85

	Grossman, Micah
	358.30

	Gutierrez, Samantha
	12.67

	Hayden, Taissa
	16.92

	Holmes, Tawanna L
	103.12

	Hull, Ann Thi
	(6.11)

	Humphrey, Heather
	56.06

	Janjua, Hilla Amanullah
	36.48

	Jenkins, Kyle
	16.40

	Johnson, Christopher E
	143.83

	Jones, Stephanie B
	8.01

	Kelly, Kellie
	29.13

	King, Shantell
	18.26

	Ledbetter, Heather
	65.14

	Lopez Montalvo, Sylvia
	(9.50)

	Martinez, Ivanna Juliet
	38.12

	Matagarza, Kristen
	12.06

	Matamoras, Vanessa
	23.26

	Matthews, Jennifer M
	41.03

	May, Barbara L
	(5.55)

	Merhi, Litiana
	10.94

	Minamyer, Jamie
	16.50

	Montes, Anna Marie
	.42

	Moore, Pamela P
	143.76

	Morales, Kenya
	52.95

	Morales, Michelle
	46.73

	Moreno, Erika
	69.41

	Nguyen, Huy
	113.95

	Ortiz, Jeannie
	74.09

	Oyesile, Camellia C.
	2.65

	Pacamara, Maricris R
	90.65

	Parker, Erin
	27.79

	Parson, Daniel
	16.58

	Perez-Uddin, Kimberly A
	108.80








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







	
		
	Pitre, Stephanie
	33.63

	Quinlan, Brianna
	28.96

	Reed, Josh
	252.97

	Reyna, Belinda
	3.90

	Riley, Katie
	(2.04)

	Romero, Kimberly
	14.99

	Ryals, James
	4.07

	Sajid, Annum
	0.00

	Saleem, Ameena
	53.30

	Shadmehr, Maria
	(5.35)

	Swearengin, Rebecca
	69.50

	Tran, Karen
	69.87

	Valdez, Cristina
	21.39

	Velez, Juan Pablo
	66.06

	Walle, Amanda
	6.15

	Ward, English
	19.58

	Applegate, Sarah G
	123.60

	Bernard, Natalie
	38.97

	Elackatt, Tina T
	49.58

	Giberga, Kimberly
	98.42

	Gilbert, Christine L
	85.58

	Gordon, Shauna
	56.52

	Grizzle, Heather R
	175.58

	Macrino, Sheri
	37.92

	Ong, Meagan
	150.64

	Smith, Justin
	63.00

	Valenson, Arnold J
	182.89







Schedule 4.6
Exceptions to Non-Compete
Nothing contained in the Agreement shall be interpreted to prohibit Sellers or Owner from engaging in, at any time during the Restricted Period or thereafter, the following activities so long as such activities do not interfere with the obligations of Owner under the Physician Employment & Medical Director Agreement: 
1.    Any advisory, management, consulting, medical directorship, or teaching role (including instruction in surgical technique requiring participation in procedures, and consulting on clinical decision making but not to include routine patient care), and/or financial investment in prostate businesses whether through the Laser Prostate Centers of America, LLC, Texas LPCA, PLLC (collectively “LPCA”) or another entity owned or operated by an owner of LPCA.  
With respect to the Physician Employment & Medical Director Agreement, in addition to the above activities, the diagnosis and treatment of prostate disease or dysfunction whether through LPCA or another entity owned or operated by an owner of LPCA shall be excluded from the non-compete.
2.    Any business venture involving uterine fibroid embolizations.




Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5







3.    Any business venture involving limb salvage. 
4. Any consulting arrangement with Houston Health Ventures related to early stage medical device development.
5.    Any financial investment in, Venclose, Inc. or any affiliate of Venclose, Inc.


Nothing contained in the Agreement shall be interpreted to prohibit Sellers or Owner from soliciting, employing or otherwise engaging, at any time during the Restricted Period or thereafter, the following Transferred Employees: 
		
	1.
	Meagan Ong (PA)


		
	2.
	Nisha Franklin (Marketing)








Exhibit G to Amended and Restated Asset Purchase Agreement


3774916.5