Nobilis Health Corp.: Exhibit 10.2 - Filed by newsfilecorp.com





Execution Version 

 

 

 

PURCHASE AGREEMENT 

AMONG 

NORTHSTAR HEALTHCARE ACQUISITIONS LLC,
as Buyer,



and 

NOBILIS HEALTH CORP.,

and 

ARIZONA CENTER FOR MINIMALLY INVASIVE SURGERY, LLC, 

ARIZONA VEIN & VASCULAR CENTER, LLC 

and 

L. PHILIPP WALL, M.D., P.C. 
each as a Seller,



and 

L. PHILIPP WALL. 
as Owner 


 

DATED AUGUST 1, 2016 




TABLE OF CONTENTS 

	 	 	  	Page 
	 	 	  	  
	 ARTICLE I
    PURCHASE AND SALE OF ASSETS  	1 
	 	Section 1.1
    	Purchase and Sale
    	1 
	 	Section 1.2 	Excluded
      Assets 	2 
	 	Section 1.3
      	Assumed Liabilities
      	3 
	 	Section 1.4 	Retained
      Liabilities 	4 
	 	Section 1.5
      	Closing 	4 
	 	Section 1.6 	Closing
      Deliveries 	4 
	 	Section 1.7
      	Intentionally
      Omitted. 	6 
	 	Section 1.8 	Additional Payments 	6 
	 	Section 1.9
      	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/Accreditation 	13 
	 	Section 2.13
      	Compliance. 	14 
	 	Section 2.14 	Medical
      Staff Matters 	14 
	 	Section 2.15
      	Employment Matters
      	15 
	 	Section 2.16 	Inventory. 	15 
	 	Section 2.17
      	Investment
      Experience. 	15 
	 	Section 2.18 	No SEC
      Review. 	15 
	 	Section 2.19
      	Purchase For Own
      Account. 	16
  


-i- 




TABLE OF CONTENTS 
(continued) 


	 	 	  	Page 
	 	 	  	  
	 	Section 2.20 	Rule
      144. 	16

	 	Section 2.21
      	Unregistered Registration
      Shares 	16 
	 	Section 2.22 	No Public
      Offering. 	16

	 	Section 2.23
      	Certain Books and
      Records. 	16 
	 ARTICLE III
    REPRESENTATIONS OF BUYER AND NHC  	16

	 	Section 3.1
      	Existence, Authority and
      Binding Obligation 	16 
	 	Section 3.2 	No
      Conflict 	17

	 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 	18 
	 	Section 4.3 	Tax
      Matters 	18

	 	Section 4.4
      	Further Assurances
      	18 
	 	Section 4.5 	Apportionment 	18

	 	Section 4.6
      	Sellers’ Employees
      	19 
	 	Section 4.7 	Receipt
      of Certain Payments by the Parties 	19

	 	Section 4.8
      	Covenant Not to
      Compete 	20 
	 	Section 4.9 	Confidentiality 	21

	 	Section 4.10
      	Mail 	22 
	 	Section 4.11 	Third
      Party Consents 	22

	 	Section 4.12
      	Use of Names 	22 
	 	Section 4.13 	Insurance 	22

	 	Section 4.14
      	Lock Up 	22 
	 	Section 4.15 	Certain
      Schedules 	24

	 ARTICLE V CONDITIONS TO
    CLOSING  	24 
	 	Section 5.1 	Conditions to Obligations of the Parties 	24

	 	Section 5.2
      	Conditions to Obligations
      of Sellers and Owner 	25 
	 	Section 5.3 	Conditions to Obligations of Buyer 	25

	 ARTICLE VI PURCHASE PRICE
    HOLDBACK  	25 
	 	Section 6.1 	Holdback 	25

	 	Section 6.2
      	Distribution of
      Holdback 	26 


-ii- 




TABLE OF CONTENTS 
(continued) 


	 	 	  	Page 
	 	 	  	  
	ARTICLE
    VII INDEMNIFICATION  	26
      
	 	Section
      7.1 	Loss
      and Indemnitees Defined 	26
      
	 	Section
      7.2 	Indemnification
      by Sellers 	26
      
	 	Section
      7.3 	Indemnification
      by Buyer and NHC. 	26
      
	 	Section
      7.4 	Procedures
      for Indemnification 	27
      
	 	Section
      7.5 	Survival
      of Limitation 	27
      
	 	Section
      7.6 	Limitations
      on Indemnification and Payment of Damages 	28
      
	 	Section
      7.7 	Characterization
      of Indemnification Payments 	28
      
	 	Section
      7.8 	Express
      Negligence Rule. 	29
      
	ARTICLE
    VIII TERMINATION  	29
      
	 	Section
      8.1 	Termination
      	29
      
	 	Section
      8.2 	Effect
      of Termination 	29
      
	ARTICLE
    IX GENERAL PROVISIONS  	30
      
	 	Section
      9.1 	Expenses
      	30
      
	 	Section
      9.2 	Notices
      	30
      
	 	Section
      9.3 	Severability
      	31
      
	 	Section
      9.4 	Entire
      Agreement 	31
      
	 	Section
      9.5 	Assignment
      	31
      
	 	Section
      9.6 	No
      Third-Party Beneficiaries 	32
      
	 	Section
      9.7 	Amendment;
      Waiver 	32
      
	 	Section
      9.8 	Governing
      Law 	32
      
	 	Section
      9.9 	Dispute
      Resolution 	32
      
	 	Section
      9.10 	Counterparts
      	32
      
	 	Section
      9.11 	Press
      Releases 	32
      


-iii- 




EXHIBITS: 

	Exhibit A 	- 	Form of Convertible Note 
	Exhibit B 	- 	Form of Bill of Sale, Assignment and Assumption
    
	Exhibit C 	- 	Form of Employment Agreement
  
	Exhibit D 	- 	Form of Estoppel Certificates 
	Exhibit E 	- 	Form of IP License 
	Exhibit F 	- 	Form of Sellers’ Closing Certificate 
	Exhibit G 	- 	Form of Buyer’s Closing
      Certificate 
	 	  	  
	 	  	  
	SCHEDULES: 	  	  
	Schedule 1.1(a) 	- 	Purchased Assets 
	Schedule 1.1(b) 	- 	Accounts Receivable 
	Schedule 1.2(c) 	- 	Excluded Assets – Contracts
  
	Schedule 1.2(d) 	- 	Excluded Assets – Other Assets 
	Schedule 1.3 	- 	Assumed Liabilities 
	Schedule 2.3 	- 	No Conflict 
	Schedule 2.4 	- 	Title, Sufficiency and
      Condition of Assets 
	Schedule 2.5 	- 	Financial Statements 
	Schedule 2.7 	- 	Legal Compliance 
	Schedule 2.9(a) 	- 	Excluded IP Assets 
	Schedule 2.10(a) 	- 	Agreements 
	Schedule 2.10(b) 	- 	Health Care Professional Agreements 
	Schedule 2.10(c) 	- 	Related Party Agreements 
	Schedule 2.11 	- 	Legal Proceedings 
	Schedule 2.12 	- 	NPIs 
	Schedule 2.14 	- 	Medical Staff Matters 
	Schedule 4.6 	- 	Transferred Employees 
	Schedule 4.8 	- 	Patents and Trademarks 


[Remainder of Page Intentionally Left Blank] 

-iv- 




INDEX OF DEFINED TERMS 


	Defined Term 	Section 
	AAAASF 	2.12(c) 
	ACMIS 	Preamble 
	Affiliate 	2.10 
	Allocation Objection Notice 	1.9(a) 
	Allocation Resolution Period 	1.9(a) 
	Anniversary Vascular EBITDA 	1.8(a)(v) 
	Agreement 	Preamble 
	Applicable Laws 	1.2(b) 
	AP 	1.3(a) 
	AR 	1.1(b) 
	Assumed Liabilities 	1.3 
	AVVC 	Preamble 
	Business 	Recitals 
	Buyer 	Preamble 
	Buyer Indemnitees 	7.1(b) 
	Cash Purchase Price 	1.1(a)(iii) 
	Closing 	1.5 
	Closing Date 	1.5 
	Closing Vascular EBITDA 	1.8(a)(iv) 
	Closing Vascular EBITDA Calculation Date 	1.8(a)(iii) 
	Code 	1.9(a) 
	Disposition 	4.14(a) 
	EBITDA 	1.8(a)(i) 
	EBITDA Objection Notice 	1.8(b) 
	EBITDA Resolution Period 	1.8(b) 
	Employment Agreement 	1.6(a)(iii) 
	ERISA 	1.2(a) 
	Equipment Indebtedness 	1.3(c) 
	Excluded Assets 	1.2 
	Financial Statements 	2.5(a)(ii) 
	Fundamental Representations 	7.5(a)(ii) 
	GAAP 	1.8(a)(i) 
	Government Programs 	1.2(g) 
	Governmental Authority 	1.2(b) 
	Health Care Professional Agreements 	2.10(b) 
	Holdback 	1.1(c) 
	Included Cash and Accounts Receivable 	1.1(b) 
	Independent Accountant 	1.8(c) 
	Indemnified Party 	7.4(a) 
	Indemnifying Party 	7.4(a) 



-v- 






	Intellectual Property 	2.9(a) 
	Interim Financial Statements 	2.5(a)(ii) 
	Inventory 	2.16 
	Lease Amendments 	1.6(a)(iv) 
	Loss 	7.1(a) 
	NHC 	Preamble 
	NPIs 	1.2(g) 
	Non-Transferred Purchased Asset 	4.11 
	Note 	1.1(a)(ii) 
	Owner 	Preamble 
	Parties 	Preamble 
	Party 	Preamble 
	PC 	Preamble 
	Permits 	1.2(b) 
	Permitted Encumbrances 	2.4 
	Health Care Professional Agreements 	2.11(b) 
	Program Agreements 	2.12(a) 
	PTO 	4.6(b) 
	Purchase Price 	1.1(a) 
	Purchased Assets 	1.1(a) 
	Restricted Territory 	4.8 
	Retained Liabilities 	1.4 
	SEC 	2.17 
	Securities Act 	2.17 
	Seller(s) 	Preamble 
	Seller Indemnitees 	7.1(c) 
	Seller Insurance 	4.13 
	Sellers’ Knowledge 	2.6 
	Shares 	1.1(a)(i) 
	Straddle Period 	1.3(d) 
	Tax Returns 	1.9(c) 
	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 	4.6(a) 
	Transferred IP Assets 	2.9(a) 



[Remainder of Page Intentionally Left Blank] 

-vi- 




PURCHASE AGREEMENT


            This
Purchase Agreement (this “Agreement”) is dated August 1, 2016, among
Northstar Healthcare Acquisitions, LLC, a Delaware limited liability company
(“Buyer”), Nobilis Health Corp., a British Columbia corporation
(“NHC”), Arizona Center for Minimally Invasive Surgery, LLC, an Arizona
limited liability company (“ACMIS”), L. Philipp Wall, M.D., P.C., an
Arizona professional corporation (“PC”), Arizona Vein & Vascular
Center, LLC, an Arizona limited liability company and wholly owned subsidiary of
PC (“AVVC” and with ACMIS and PC, each a “Seller” and collectively
“Sellers”), and L. Philipp Wall, a resident of the State of Arizona
(“Owner”). Buyer, NHC, Sellers and Owner are referred to collectively as
the “Parties” and each individually as a “Party.” 

            A.       
Sellers collectively own and operate an independent, comprehensive vascular and
podiatry practice with five medical and surgical clinic locations located in the
Phoenix and Tucson metropolitan areas, at which medical practitioners treat
patients with venous diseases and provide a range of other vascular, radiology
and podiatry services (the “Business”). 

            B.       
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. 

            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.

                          (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 Included
Cash and Accounts Receivable; but excluding the Excluded Assets (collectively,
the “Purchased Assets”) for a purchase price equal to Twenty-Two Million
Dollars ($22,0000,000) (the “Purchase Price”), as may be adjusted
pursuant to Section 1.8, consistent of the following: 

                                        (i)       
a number of shares of common stock of NHC equal to Two Million Two Hundred Fifty
Thousand Dollars ($2,250,000) divided by the closing price of such common stock
on the NYSE MKT on the day prior to Closing, rounded up to the nearest whole
share (the “Shares”), which Shares will be subject to certain lock-up
restrictions as set forth in Section 4.14 of this Agreement; 

                                       
(ii)      a convertible note, substantially in the form
attached hereto as Exhibit A, in the principal amount of Two Million Two
Hundred Fifty Thousand Dollars ($2,250,000) executed by Buyer and NHC in favor
of ACMIS (the “Note”); and 




                                       
(iii)      the balance of the Purchase Price in cash
(the “Cash Purchase Price”).


                          (b)       
For the purposes of this Agreement, “Included Cash and Accounts
Receivable” means (i) cash in the sum of Five Hundred Thousand Dollars
($500,000) and all rights to any bank accounts, and (ii) 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”),
which will be set forth on Schedule 1.1(b).

                          (c)       
One Million Fifty Thousand Dollars ($1,050,000) will be held back (the
“Holdback”) from the Cash Purchase Price pursuant to Article VI.


                          (d)       
On the Closing Date, Seller shall convey the Purchased Assets to certain direct
or indirect, wholly-owned subsidiaries of Buyer, as designated by Buyer,
pursuant to the Bill of Sale delivered in accordance with Section 1.6.
Notwithstanding the foregoing, the conveyance of the Purchased Assets directly
to any direct or indirect, wholly-owned subsidiary of Buyer is solely intended
to minimize the need for conveyance documents, and the intended treatment of the
transactions hereunder is for Seller to be deemed to have sold and conveyed the
Purchased Assets to Buyer, and for Buyer to have contributed such Purchased
Assets, as applicable, to its direct and indirect, wholly-owned
subsidiaries.

     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 Section 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 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 necessary to own, lease and operate the Sellers’
properties and to carry on their businesses as they are now being conducted
(collectively, “Permits”) 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; 

2




                          (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, 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 

                          (k)       
All (i) cash, cash equivalents or marketable securities in excess of Five
Hundred Thousand Dollars ($500,000), (ii) all accounts receivable and other
rights to payment from patients and customers of Sellers, as well as private
third party payor programs, including but not limited to any insurance company
or health care provider (such as a health maintenance organization, preferred
provider organization, or any other managed care program), but excluding
Government Programs, with respect to goods sold and services provided by Sellers
more than 90 days prior to the Closing, and (iii) all accounts receivables and
other rights to payment from only Government Programs with respect to goods sold
and services provided by Sellers prior to the Closing. 

Section 1.3    
 Assumed Liabilities. Buyer agrees to assume and
perform when due only the following liabilities of Sellers (“Assumed
Liabilities”): 

                          (a)       
the accounts payable incurred in the ordinary course of business of Sellers
through the Closing (the “AP”), as set forth on Schedule 1.3; 

                          (b)       
the non-debt liabilities arising out of the ownership and operation of the
Purchased Assets or the Business after the Closing;

3




                          (c)       
all remaining payment obligations under capital leases and other
equipment-related indebtedness and obligations for equipment included in the
Purchased Assets (collectively, “Equipment Indebtedness”), set forth on
Schedule 1.3, and all other liabilities arising after the Closing with
respect to Equipment Indebtedness; and 

                          (d)       
all liabilities with respect to any federal, provincial, state, local foreign
tax or other assessment (“Taxes”) related to the Purchased Assets for (i)
any period beginning on or after the Closing and (ii) for any period beginning
prior to the Closing, but ending after the Closing (a “Straddle Period”),
solely to the extent such liability relates to the portion of the Straddle
Period falling after the Closing.

            Section
1.4     Retained Liabilities.
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
(a) the ownership and operation of the Business and the Purchased Assets prior
to the Closing; (b) the Excluded Assets; (c) the termination of any employees of
Sellers who are not Transferred Employees; (d) Transferred Employees who do not
report for work with Buyer upon the Closing; and (e) 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 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 Law (collectively, the “Retained
Liabilities”).

            Section
1.5     Closing. The consummation
of the transactions contemplated by this Agreement (the “Closing”) will
take place at the offices of Orrick, Herrington & Sutcliffe LLP located at
1301 McKinney Street, Suite 4100, Houston, Texas 77010, at 10:00 a.m. local time
on the second business day after all of the conditions to closing in Article
V 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 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, Sellers 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, in favor of certain direct or indirect, wholly-owned subsidiaries of
Buyer, as designated by Buyer to Seller prior to the Closing Date; 

4




                                        (ii)      
an amendment to ACMIS’s Certificate of Formation to be filed with the Arizona
Secretary of State to change ACMIS’s name to a name chosen by ACMIS and
acceptable to Buyer, executed by an authorized officer of ACMIS; 

                                        (iii)     
an employment agreement, substantially in the form attached hereto as Exhibit
C (the “Employment Agreement”), executed by Owner; 

                                        (iv)       amendments
to the real property leases related to the Business, in form and substance
satisfactory to the Parties (the “Lease Amendments”), executed by the
applicable lessors; 

                                        (v)       
estoppel certificates, substantially in the form attached hereto as Exhibit
D, from the lessors of any leases, including capital leases, transferred as
part of the Purchased Assets; 

                                        (vi)      
an intellectual property license to certain of the Excluded Assets,
substantially in the form attached hereto as Exhibit E (the “IP
License”); 

                                        (vii)       certificates
of good standing with respect to each Seller, issued by the Arizona Secretary of
State within five business days prior to the Closing Date; 

                                        (viii)    
a closing certificate, substantially in the form attached hereto as Exhibit
F, executed by each Seller; (ix) any approvals or consents of any rulemaking
authority, person or entity applicable to Sellers, Owner or the Purchased Assets
required by Section 4.4; 

                                        (x)       
any evidence of payoff of debt (excluding Equipment Indebtedness) of each Seller
or release of liens encumbering any of the Purchased Assets requested by Buyer;


                                        (xi)    
 evidence that the lease related to Owner’s 2013 Tesla Model S P Sedan,
financed by ACMIS, under the Combination and Loan Security Agreement
(#409606-700) dated July 26, 2013 by and between ACMIS, as Debtor, and Wells
Fargo Equipment Finance, Inc., has been removed from the cross-default
provisions of any agreements acquired by Buyer set forth in Schedule
1.1(a); 

                                        (xii)   
 all books and records of Sellers related to the Purchased Assets, to a
location as directed by Buyer; 

                                        (xiii)    
a Schedule 1.1(b) with respect to the AR as of the Closing Date; 

                                        (xiv)     
a revised Schedule 1.3(a) with respect to the AP as of the Closing Date;
and 

                                        (xv)      
such other documents as Buyer may reasonably request. 

                          (b)       
At the Closing, Buyer shall deliver to Sellers: 

5




                                        (i)       
any approvals or consents of any rulemaking authority, person or entity
applicable to Buyer required by Section 4.4; 

                                        (ii)        
the Cash Purchase Price, by wire transfer to an account specified by Sellers
prior to the Closing Date; 

                                        (iii)       
the Note, executed by Buyer; 

                                        (iv)      
a certificate representing the Shares issued in the name of ACMIS as directed by
Seller and agreed by NHC; 

                                        (v)       
the Employment Agreement, executed by Buyer; 

                                        (vi)     
the Lease Amendments, executed by Buyer; 

                                        (vii)      replacement
agreements of certain of the Health Care Professional Agreements, executed by
Buyer; and 

                                        (viii)     a
closing certificate, substantially in the form attached hereto as Exhibit
G, executed by Buyer. 

            Section
1.7      Intentionally Omitted. 

            Section
1.8      Additional Payments.

                          (a)       
For the purposes of this Agreement: 

                                        (i)       
“EBITDA” means earnings before interest, taxes, depreciation and
amortization, calculated as of any given time, in accordance with GAAP.

                                        (ii)       “GAAP”
means United States generally accepted accounting principles. 

                                        (iii)      “Closing
Vascular EBITDA Calculation Date” means (A) if Closing occurs on the last
day of any month, the Closing Date, or (B) if Closing occurs on any other day,
the last day of the month prior to the month in which the Closing occurs. 

                                        (iv)      
“Closing Vascular EBITDA” means the trailing 12 months EBITDA of the
Business, calculated as of the Closing Vascular EBITDA Calculation Date. 

                                        (v)       
“Anniversary Vascular EBITDA” means the trailing 12 months EBITDA of the
Business, the Purchased Assets, and any vascular business (and revenues from
such vascular business) at any other current or future Nobilis facility, as well
as any other assets that Buyer decides to contribute to be part of the Business
unit after Closing, within the Buyer’s discretion, calculated as of the first
anniversary of the Closing Vascular EBITDA Calculation Date. 

                          (b)       
At least two Business Days prior to the Closing Date, Sellers shall deliver to
Buyer its good-faith calculation of the estimated Closing Vascular EBITDA.
Within 90 days after the Closing Date, Buyer may deliver to Sellers a notice
setting forth, in reasonable detail, Buyer’s good-faith objections to the
Sellers’ calculation of the estimated Closing Vascular EBITDA (the
“EBITDA Objection Notice”). If Buyer fails to timely deliver the
EBITDA Objection Notice, the Sellers’ calculation of the estimated Closing
Vascular EBITDA shall be final and binding on the Parties. If Buyer timely
delivers the EBITDA Objection Notice, the Parties shall attempt to resolve the
dispute within 30 days after Seller’s receipt of the EBITDA Objection Notice
(the “EBITDA Resolution Period”).

6 




                          (c)       
If Buyer and Seller are unable to resolve all disputes within the EBITDA
Resolution Period, Buyer shall promptly, but no later than seven days after the
EBITDA Resolution Period, select the Phoenix, Arizona office of Grant Thornton
LLP to arbitrate the dispute (the “Independent Accountant”). Each Party
shall provide the other with copies of its relevant books and records and
provide reasonable access to its personnel as necessary to verify the accuracy
of the applicable disputed items. Buyer, on the one hand, and Sellers, on the
other hand, shall equally pay the fees and expense of the Independent
Accountant.

                          (d)       
Within 15 days after submission of the dispute to the Independent Accountant,
Buyer and Sellers shall each submit to the Independent Accountant (with a copy
to the other Parties) their respective proposals for determination of the
disputed items. The Independent Accountant shall schedule a hearing at a site
mutually agreeable to Buyer and Sellers no later than 15 days after receipt of
the last proposal. No later than seven days prior to the hearing, each party may
submit additional information and arguments in response to the proposal offered
by the other Party. Within 15 days after the hearing, the Independent Accountant
shall choose the proposal of either the Buyer or Sellers with respect to the
disputed claims, which, based on the information and evidence presented, the
Independent Accountant determines is the better resolution of the disputed
items. 

                          (e)       
The determination of the Closing Vascular EBITDA, either among the Parties or by
the Independent Accountant, will be final, binding and conclusive on the
Parties.

                          (f)       
On or before 90 days after the first anniversary of the Closing Vascular EBITDA
Calculation Date, Buyer shall deliver to Sellers its good-faith calculation of
the Anniversary Vascular EBITDA. Within 15 days after Sellers’ receipt of such
calculation, Sellers may deliver to Buyer a notice setting forth, in reasonable
detail, Sellers’ good-faith objections to such calculations. If Sellers’ fail to
timely deliver such notice, Buyer’s calculation of the Anniversary Vascular
EBITDA shall be final and binding upon the Parties. If Sellers timely deliver an
objection to Buyer’s calculation of the Anniversary Vascular EBITDA, the parties
shall attempt to resolve such dispute within 30 days after Buyer’s receipt of
Sellers’ objections. If Buyer and Seller are unable to resolve all disputes
within such period, Buyer and Seller shall resolve such disputes in accordance
with the same terms and conditions set forth in clauses (c) and (d) of this
Section 1.8 above. The determination of the Anniversary Vascular EBITDA, either
among the Parties or by the Independent Accountant, will be final, binding and
conclusive on the Parties.

                          (g)       
Upon the final determination of the Anniversary Vascular EBITDA, Buyer shall
make an additional payment to ACMIS in an amount equal to fifty percent (50%) of
the amount determined by subtracting the finally-determined Closing Vascular
EBITDA from the finally-determined Anniversary Vascular EBITDA, as long as such
difference is a positive number. Such amount shall be paid in cash by Buyer by
wire transfer to accounts specified by ACMIS.

7 




                          (h)       
If the Employment Agreement is terminated for “Cause” pursuant to Section 4(c)
thereof prior to the first anniversary of the Closing Date, Buyer shall reduce
any payments remaining to be made to Sellers pursuant to this Section 1.8
by Five Thousand Dollars ($5,000) for each month (prorated for any partial
months) that remains in the first year under the applicable Employment Agreement
(calculated from the time of such termination). The remedy in this Section
1.8(h) is not exclusive and Buyer is entitled to any other remedies
available under law or equity due to Owner’s breach of the terms of the
Employment Agreement. 

            Section
1.9      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 90 days after the Closing
Date, Sellers shall provide Buyer a draft allocation of the Purchase Price and
the liabilities of Sellers among the Purchased Assets. Within 15 days after
Buyer’s receipt of Sellers’ draft allocation of the Purchase Price, Buyer shall
notify Sellers in writing of any good-faith objections to such allocations (the
“Allocation Objection Notice”). If Buyer fails to timely deliver the
Allocation Objection Notice, the Sellers’ draft allocation of the Purchase Price
shall be final and binding on the Parties. If Buyer timely delivers the
Allocation Objection Notice, the Parties shall attempt in good faith to resolve
those disputes within a 30-day period after Sellers’ receipt of the Allocation
Objection Notice (the “Allocation Resolution Period”).

                          (b)       
If Buyer and Sellers are unable to resolve all disputes within the Allocation
Resolution Period, Buyer shall promptly, but no later than seven days after the
Resolution Period, select the Phoenix, Arizona office of Grant Thornton LLP to
arbitrate the dispute. The process for determining the final allocation of the
Purchase Price shall be the same as set forth in Section 1.8 for the
final determination of the Anniversary Vascular EBITDA. 

                          (c)       
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 1.9, 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 4.8 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. 

8 




ARTICLE II 

REPRESENTATIONS OF SELLERS 

            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)       
Owner has the legal capacity to enter into and deliver the Transaction Documents
to which it is a party as set forth in the Recitals, to carry out his
obligations under the Transaction Documents to which it is a party, and to
consummate the Transactions.

                          (c)       
This Agreement constitutes, and, when executed and delivered, the Transaction
Documents will constitute, the legal, valid and binding obligations of Sellers
and Owner, 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.

                          (d)       
Each Seller is not qualified to do business in any jurisdiction other than its
jurisdiction of formation. 

                          (e)       
There are no outstanding powers of attorney relating to or binding on the
Business or the Purchased Assets.

            Section
2.2      Organization;
Subsidiaries.

                          (a)       
Each Seller is in compliance with all provisions of its governing documents.

                          (b)       
Each Seller does not own any direct or indirect interest or other rights in any
other entity, except AVVC is a wholly-owned subsidiary of PC.

                          (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; 

9 




                         
(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, Owner, their
respective assets, the Purchased Assets or the Business; 

                          (c)       
result in the creation of any encumbrance upon Sellers, Owner, their respective
assets or the Purchased Assets; or 

                          (d)       
(whether with notice or the lapse of time or both) under any agreement or other
instrument binding on Sellers or Owner:

                                               (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. Each Seller owns, 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 owned,
leased or licensed by Sellers are all the assets necessary for the operation of
the Business. 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 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:

10 




                                        (i)       
Sellers’ 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 two-month period ended February 28, 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 from the books and records of Seller in accordance with GAAP applied on
a consistent basis throughout the periods covered by the Financial Statements
and present fairly, in all material respects, the financial condition of Seller
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 Seller from that set forth in the
Financial Statements.

            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
GAAP 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 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. 

11 




            Section
2.9      Intellectual Property.

                          (a)       
Except as set forth in Schedule 2.9(a), 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)       
All current employees of any Seller have executed written contracts with Seller
that assign to Seller all rights to any inventions, improvements, discoveries or
information relating to the Business. 

                          (d)       
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, 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.

                          (e)       
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 

12 




                                        (ii)       such
Trade Secret is not to the Seller’s 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
2.10     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.
Except as set forth on Schedule 2.10(a), Sellers are current on all lease
payments and other payments required under the capital leases and
equipment-related obligations included in the Purchased Assets. Each such
agreement constitutes the legal, valid and binding obligation of Seller,
enforceable against Seller and, to Sellers’ Knowledge, 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
medical staff 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 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. 

            Section
2.11      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. 

           
Section 2.12      Medicare Participation and
Reimbursement/Accreditation. 

                          (a)       
PC 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 PC is currently in receipt of all approvals or
qualifications necessary for their reimbursement by the Government Programs.
Schedule 2.12 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. 

13 




                          (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
issued since January 1, 2014, 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. 

                          (c)       
With respect to two surgery center locations operated by ACMIS and AVVC
respectively, ACMIS and AVVC are separately duly accredited, with no current
deficiencies or contingencies, by the American Association for Accreditation of
Ambulatory Surgery Facilities (“AAAASF”). Since the date of its most
recent AAAASF accreditation, Sellers have not made any changes in policies or
operations at the respective surgery center locations that would cause ACMIS or
AVVC to lose each location’s accreditations. Sellers have delivered copies of
their most receipt AAAASF accreditation certificates to Buyer. 

            Section
2.13     Compliance. Sellers
(i) are not party to a Corporate Integrity Agreement with the Office of
Inspector General of the Department of Health and Human Services, (ii) do not
have reporting obligations pursuant to any settlement agreement entered into
with any Governmental Authority, or (iii) to Sellers’ Knowledge are not and have
not been a defendant in any qui tam/False Claims Act litigation, or (iv) 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
2.14     Medical Staff Matters.
Sellers have provided to Buyer true and correct copies of their respective
medical staff bylaws, medical staff rules and regulations, and medical staff
hearing procedures, all as presently in effect. There are no pending or, to
Sellers’ Knowledge, threatened adverse actions, appeals, challenges,
disciplinary or corrective actions, or disputes involving applicants to any
Seller’s medical staff, current members of any Seller’s medical staff or
affiliated health professionals, and all appeal periods in respect of any
medical staff member, allied health professional or applicant against whom an
adverse action has been taken by any Seller have expired. 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 medical staff members, allied health professionals or
applicants 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 medical staff of Sellers. Except
as set forth on Schedule 2.14, no medical staff member has resigned or
had their privileges revoked or suspended since January 1, 2014.
There are no claims, actions, suits, proceedings, or investigations pending or,
to Sellers’ Knowledge, threatened against or affecting any member of any
Seller’s medical 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. 

14 




            Section
2.15     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 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
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
2.16     Inventory. 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
2.17     Investment Experience.
Sellers and Owner hereby acknowledge and represent that (i) 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; (ii) they recognize the highly speculative nature of an investment
in the Shares; and (iii) 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
2.18     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 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. 

15 




            Section
2.19     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. Each Seller also represents that Seller has not been formed for the
specific purpose of acquiring the Shares. 

            Section
2.20     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
2.21     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
2.22     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.

            Section
2.23     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.


ARTICLE III 

REPRESENTATIONS OF BUYER AND NHC 

            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: 

            Section
3.1     Existence, Authority and Binding
Obligation.

                          (a)       
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.


16 




                          (b)       
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. 

            Section
3.2      No Conflict.
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, Buyer or
NHC’s 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 Buyer or NHC or its respective assets; 

                          (c)       
result in the creation of any encumbrance upon Buyer or NHC or its respective
assets; or 

                          (d)       
(whether with notice or the lapse of time or both) under any agreement or other
instrument binding on Buyer or NHC: 

                                        (i)       
result in any breach; 

                                        (ii)       provide
any other person or entity rights of termination, rescission, amendment,
acceleration or cancellation; or 

                                        (iii)    
 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 Closing, Sellers 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. Without limiting the
prior sentence, Sellers shall maintain Inventories of supplies, drugs, and other
disposables and consumables in the ordinary course of business consistent with
their past practice and shall not, without the prior written consent of the
Buyer: 

                         
(a)        make or authorize any capital
expenditure for the Business of more than $50,000; 

                          (b)       
enter into any agreement that, if existing as of the date of this Agreement,
would have to be listed in Schedule 1.1 as part of the Purchased Assets;
or 

                          (c)       
enter into any agreement, commitment or understanding, whether or not in
writing, with respect to any of the foregoing. 

17 




            Section
4.2      Access to Books, Records and
Personnel. If before or after 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 its 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. 

            Section
4.3      Tax Matters. 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. Buyer and Sellers shall
cooperate fully, as reasonably requested by the other Party, in connection with
the filing of Tax Returns with respect to the Purchased Assets or the Business
and any audit or other proceeding with respect to the Purchased Assets or the
Business. Sellers 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.
Sellers, Owner, and Buyer shall use their reasonable efforts (a) to obtain all
approvals and consents requested by the other Party and required by or necessary
for the transactions contemplated by the Transaction Documents, 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 (whether prior to or after Closing) and to timely satisfy the
conditions set forth in Article V. Without limiting the foregoing,
Sellers shall, and Owner shall cause Sellers to, execute, acknowledge and
deliver to Buyer any and all other assignments, consents, approvals,
conveyances, assurances, documents and instruments reasonably requested by Buyer
and/or the Arizona Department of Health Services at any time and shall take any
and all other actions reasonably requested by Buyer, at any time, in furtherance
of, in connection with, or in relation to, Buyer’s notification and obtaining of
Permits in connection relating to the Transaction and the Closing, including
without limitation the change of ownership of the Purchased Assets and Business
from Sellers to Buyer, as described in Arizona law, including (but not limited
to) A.A.C. §R9-10-101 et seq. 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 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      Apportionment.

                          (a)       
If it is necessary for purposes of the indemnification in Article VII to
determine the portion of any Taxes or other costs imposed on or incurred for a
Straddle Period, the determination shall be made: 

18 




                                        (i)       
on a daily basis, in the case of property or ad valorem taxes, franchise taxes
(which are not measured by, or based upon, net income) and other costs accrued
on a daily basis; or 

                                        (ii)       
by assuming that the pre-Closing period constitutes a separate taxable period of
Sellers or Owner, as applicable, and by taking into account the actual taxable
events that occurred during such period (except that exemptions, allowances and
deductions for a Straddle Period that are calculated on an annual or periodic
basis, such as the deduction for depreciation, shall be apportioned to the
pre-Closing period ratably on a daily basis), in all other cases. 

                          (b)       
Each Party agrees to pay the other Party any refund received after the Closing
Date in respect of any Taxes or costs for which the other Party was liable in
accordance with this Agreement. The Parties shall cooperate to take all
necessary steps to claim any such refund. Any such refund received by a Party or
its affiliate for the account of the other Party shall be paid to such other
Party within 90 days after such refund is received. 

            Section
4.6      Sellers’ Employees.

                          (a)       
Subject to Buyer’s hiring policies, Buyer shall offer employment to all
employees of Sellers, which are set forth on Schedule 4.6 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 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 July 3, 2016, is set forth on
Schedule 4.6. Sellers shall deliver, at Closing, an updated Schedule
4.6 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 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
4.7      Receipt of Certain Payments
by the Parties. After Closing, if Sellers receive or collect any funds
related to accounts receivable included in the Included Cash and Accounts
Receivable, any other Purchased Asset or arising out of or related to the
ownership and operation of the Business and the Purchased Assets after the
Closing, Sellers shall remit such funds to Buyer promptly after receipt thereof. After Closing,
if Buyer receives or collects any funds related to any Excluded Asset, including
any accounts receivable not included in the Included Cash and Accounts
Receivable, or arising out of or related to the ownership and operation of the
Business and the Purchased Assets prior to the Closing other than the Included
Cash and Accounts Receivable, Buyer shall remit such funds to Sellers promptly
after receipt thereof. 

19 




            Section
4.8 Covenant Not to Compete. To more effectively
protect the value of the Purchased Assets, for five years after the Closing
Date, Sellers and Owner shall not, 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 a range of other vascular, radiology and
podiatry services on or prior to the first anniversary of the Closing Vascular
EBITDA Calculation Date and which is included in the Business unit for purposes
of calculating the Anniversary Vascular EBITDA (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 such entity; 

                          (b)       
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)       
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 

                          (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. 

20 




            Notwithstanding
anything to the contrary above in this Section 4.8, (i) this Section
4.8 shall not 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 4.8 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) Owner and his Affiliates may license or
otherwise commercialize the patents set forth on Schedule 4.8 to any
third parties for use outside of the Restricted Territory, (iv) Owner and his
Affiliates shall be permitted to license the patents set forth on Schedule
4.8 to third parties for use inside of the Restricted Territory so long as
Owner pays to Buyer an amount equal to thirty percent (30%) of the net revenues
earned from such licenses only in Arizona and Texas, as well as any other state
in which the Buyer has a facility, at which medical practitioners treat patients
with venous diseases and provide a range of other vascular, radiology and
podiatry services on or prior to the first anniversary of the Closing Vascular
EBITDA Calculation Date and which is included in the Business unit for purposes
of calculating the Anniversary Vascular EBITDA, that actually builds and/or
operates an operating room that is claimed or described by such patents; and (v)
Owner and his Affiliates shall be permitted to license or otherwise
commercialize the trademarks set forth on Schedule 4.8 to any third
parties for use inside and outside of the Restricted Territory. 

            Sellers
and Owner agree that the covenants set forth in this Section 4.8 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 4.8 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 4.8 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 4.8. 

            Section
4.9      Confidentiality.
Sellers 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 agree that they
shall not, directly or indirectly, use or disclose any of such information. The
provisions of this Section 4.9 shall not prohibit a Party from disclosing information covered by this Section 4.9 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. 

21 




            Section
4.10     Mail. Sellers authorize
Buyer, on and after the Closing Date, to receive and open all mail received by
Buyer relating to the Business, the Purchased Assets or the Assumed Liabilities
and to deal with the contents of such communications in any proper manner.
Sellers shall promptly deliver to Buyer any mail or other communication received
by Sellers after the Closing Date pertaining to the Business, the Purchased
Assets or the Assumed Liabilities. Buyer shall promptly deliver to Sellers any
mail or other communication received by Buyer after the Closing Date pertaining
to the Excluded Assets, the Retained Liabilities or solely to the operation of
the Business by Sellers prior to the Closing. 

            Section
4.11     Third Party Consents. If
Sellers’ 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 despite the exercise by Sellers of its 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, to the maximum extent permitted by law, (a) shall act after the Closing
as the Buyer’s agent to obtain for Buyer the benefits related to the
Non-Transferred Purchased Asset, and (b) 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. Nothing
contained in this Section 4.11 shall relieve the Sellers of their
respective obligations under any other provisions of this Agreement, including
the obligation pursuant to Section 4.4 to use its reasonable efforts to
obtain the consent of the applicable person or entity to transfer the
Non-Transferred Purchased Asset to Buyer. 

            Section
4.12     Use of Names. After the
Closing, Sellers and Owners shall not use the Transferred IP Assets, including
the name “Arizona Vein and Vascular” or any similar derivation for business
purposes. Within 30 days after the Closing Date, Sellers and Owner shall change
the legal name of Sellers so that it does not contain any reference to “Arizona
Vein and Vascular” or any similar derivation. 

            Section
4.13     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 and shall
remain in effect for at least three years from the Closing Date. The minimum
coverage of the Tail Insurance shall be One Million Dollars ($1,000,000) per
occurrence and Three Million Dollars ($3,000,000) in the aggregate. Buyer shall
be included as additional insured party to the Seller Insurance. 

           
Section 4.14     Lock Up. 

                          (a)       
Sellers and Owner shall not offer to sell, contract to sell, or otherwise sell,
dispose of, loan, pledge or grant any rights (collectively, a
“Disposition”) with respect to any of the Shares other than (i) as a
bona fide gift or gifts, provided that the donee or donees thereof agree in writing to be bound by the restrictions contained in
this Section 4.14; (ii) with respect to sales or purchases of additional
common shares of NHC acquired or disposed of on the open market after Closing;
(iii) with respect to sales or purchases between Sellers or Owner and any other
person or entity that is subject to a lock up agreement containing the terms and
conditions essentially identical to those set forth in this Section 4.14;
or (iv) with the prior written consent of NHC, which may be granted or withheld
in NHC’s sole discretion. 

22 




                          (b)       
The restrictions in this Section 4.14 do not, however, preclude Sellers’
or Owner’s exercise of warrants or options to purchase additional common shares
of NHC during the restrictive period set forth in this Section 4.14 or
the Disposition of common shares of NHC which are not Shares. 

                          (c)       
Each Seller and Owner agrees and consents to NHC’s entry of a stop transfer
instructions with its transfer agent and registrar against the transfer of the
Shares.

                          (d)       
Each Seller and Owner agrees that the certificate or certificates representing
the Shares shall bear restrictive legends acknowledging the restrictions on
transfer set forth in this Section 4.14, and such legend shall be
substantially in the following form:


  
    

          “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
            THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE [Day that is 4 months after
            the Closing] 

          “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON
            THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE
            TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND
            CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY”
            IN SETTLEMENT OF TRANSACTIONS ON TSX.” 

          “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
            OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS
            CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE
            PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B)
            THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF ITS COUNSEL, IN FORM AND
            SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY AND REASONABLY CONCURRED IN BY
            THE COMPANY’S COUNSEL, THAT SUCH PROPOSED TRANSFER IS EXEMPT FROM THE
            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF A
            CERTAIN PURCHASE AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER NAMED
            THEREIN, PROVIDING FOR, AMONG OTHER THINGS, CERTAIN RESTRICTIONS ON TRANSFER SET
            FORTH IN SECTION 4.14 THEREOF. A COPY OF SUCH PURCHASE AGREEMENT MAY BE OBTAINED
            UPON WRITTEN REQUEST TO THE COMPANY.” 

    

  



23 




                          (e)       
NHC shall use its commercially reasonable efforts to comply with the periodic
reporting requirements of the Securities Exchange Act of 1934, such that,
without limitation, Owner shall be able to resell the Shares under Rule 144 of
the Securities Act. 

                          (f)       
The restrictions set forth in this Section 4.14 shall automatically
terminate without further action by any person or entity in accordance with the
following schedule: 

                                        (i)       
On the one-year anniversary of the Closing, the restriction set forth in
Section 4.14(a) shall cease to apply to 25% of the aggregate Shares. 

                                        (ii)       On
the fifteen-month anniversary of the Closing, the restriction set forth in
Section 4.14(a) shall cease to apply to an additional 25% of the
aggregate Shares. 

                                        (iii)      On
the eighteen-month anniversary of the Closing, the restriction set forth in
Section 4.14(a) shall cease to apply to an additional 25% of the
aggregate Shares. 

                                        (iv)      On
the twenty-one month anniversary of the Closing, the restriction set forth in
Section 4.14(a) shall cease to apply to the remaining 25% of the
aggregate Shares. 

            Section
4.15     Certain Schedules. Five Business
Days prior to the Closing Date, Sellers shall deliver to Buyer a new Schedule
1.1(b) and a revised Schedule 1.3(a) showing Buyer’s good faith
estimate of the AR and AP, as applicable, as of the Closing Date. Sellers shall
deliver completed and final Schedules 1.1(b) and 1.3(a) with
respect to the AR and AP in accordance with Section 1.6. 

ARTICLE V 

CONDITIONS TO CLOSING 

            Section
5.1      Conditions to Obligations of
the Parties. The obligations of the Parties to consummate the
Transactions 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 the
Transactions illegal or otherwise restraining or prohibiting the Closing. 

24 




                          (b)       
No claim or proceeding contesting or seeking to adversely affect the
Transactions is pending or threatened. 

                          (c)       
Any applicable waiting period under any law or regulation applicable to the
Transactions has expired or terminated. 

            Section
5.2      Conditions to Obligations of
Sellers and Owner. The obligations of Sellers to consummate the
Transactions are subject to the satisfaction by Buyer and NHC, or waiver by
Sellers, 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)       
Owner shall have obtained a release of Sellers and other Affiliates of Owner
from any obligations under any of the Equipment Indebtedness included in the
Purchased Assets, which are identified on Schedule 1.3(c).

                          (c)       
Buyer and NHC have complied in all material respects with each of their
covenants and undertakings under this Agreement. 

            Section
5.3      Conditions to Obligations of
Buyer and NHC. The obligations of Buyer and NHC to consummate the
Transactions is subject to the satisfaction 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 complied in all material respects with each of their
respective covenants and undertakings under this Agreement. 

                          (c)       
Buyer has received a statement from the independent accountants auditing the
Business showing a trailing 12 months EBITDA of the Business, calculated as of
January 31, 2016, of at least Four Million Six Hundred Thousand Dollars
($4,600,000), provided, however, such EBITDA calculation shall include accounts
receivables for services performed during such period as earnings, less
reasonable reserves for uncollectable accounts receivable, and excluding
extraordinary or nonrecurring expenses. 

ARTICLE VI 

PURCHASE PRICE HOLDBACK 

            Section
6.1      Holdback. On the
Closing Date, the Holdback shall be retained by Buyer as security for the
partial payment of any and all claims by Buyer against Sellers and Owner
pursuant to Section 7.2.

25 




      
      Section
6.2      Distribution of
Holdback. On the 12 month anniversary of the Closing Date, fifty percent
(50%) of the Holdback, less the amount of any Loss for which reductions have
been made out of the Holdback as of such date, or for which there are
indemnification claims then pending, shall be paid to Sellers. The remainder of
the Holdback, less the amount of any Loss for which reductions have been made
out of the Holdback 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. Promptly following the resolution of any indemnification claims then
pending, any amount of the Holdback 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 VI and 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

                              (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;

26 




                             (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; and 

                              (d)        
any breach by Buyer or NHC of their respective covenants in this Agreement. 

              Section
7.4       Procedures for
Indemnification. 

                             (a)        
A Party seeking indemnification pursuant to Section 6.2 or Section
6.3 (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 6.4 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 from Article II and Article III made by each
Party in this Agreement shall survive the Closing Date for a period of 2 years,
except for: 

                                              (i)        
the representations in Section 2.8, which shall survive until the
expiration of the applicable statute of limitations; and 

27 




                                             (ii)       
the representations in Section 2.1, Section 2.2, Section
2.3(a)-(c), the first two sentences of Section 2.4, Section
3.1 and Section 3.2(a) -(c), which shall survive indefinitely (the
“Fundamental Representations”). 

                             (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 Three Million Two Hundred Seventy-Five Thousand Dollars ($3,275,000).


                             (c)        
Notwithstanding the foregoing, the limitations set forth in Sections
7.6(a) and (b) shall not apply to Losses arising out of fraud or
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)        
Buyer shall setoff any amount to which it is entitled under this Article
VII first against the Holdback and then against the principal amount of the
Note before seeking any amounts 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. 

             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 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. 

28 




             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 October 31, 2016, if the Closing has not occurred;
provided, that, as of such date the terminating Party is not in default under
this Agreement; and provided, further, however, that Buyer’s and NHC’s inability
to deliver the Cash Purchase Price to Sellers shall not be a default under this
Agreement for the purposes of this Section 8.1(a); 

                              (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 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 Closing in Section 5.2 or Section 5.3; provided,
that the defaulting Parties shall have a period of 10 days following written
notice from the non-defaulting Parties to cure any breach of this Agreement, if
such breach is curable; and provided, further, however, that Buyer’s and NHC’s
inability to deliver the Cash Purchase Price to Sellers shall not be a default
under this Agreement for the purposes of this Section 8.1(a). 

              Section
8.2       Effect of
Termination.

29 




                             (a)        
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 Agreement or due such other Party’s failure or refusal to close without
justification under this Agreement. 

                             (b)        
If this Agreement is terminated pursuant to Section 8.1(a) and as of such date
Sellers or Owner are not in default under this Agreement, Buyer and NHC shall,
jointly and severally, pay to Sellers and Owner to an account designated by
Owner Three Hundred Thousand Dollars ($300,000) as a termination fee and
liquidated damages and such payment shall, notwithstanding Section 8.2(a), be
the sole and exclusive monetary remedy of Sellers and Owner under this Agreement
except with respect to fraud or willful breaches of this Agreement by Buyer or
NHC. 

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): 

Sellers: 

Arizona Center for Minimally Invasive Surgery, LLC 
6617 E
Cactus Wren Rd
Paradise Valley, AZ 85253
Fax No.:
Attn: L. Philipp
Wall. M.D. 


Arizona Vein & Vascular Center, LLC 
6617 E Cactus Wren
Rd
Paradise Valley, AZ 85253
Fax No.:
Attn: L. Philipp Wall. M.D.



L. Philipp Wall, M.D., P.C. 
6617 E Cactus Wren
Rd
Paradise Valley, AZ 85253


30 




Fax No.:
Attn: L. Philipp Wall. M.D. 


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

Squire Patton Boggs (US) LLP 
2000 Huntington Center 
41
South High Street 
Columbus, OH 43215 
Fax No.: (614) 365-2499 
Attn:
Patrick D. Cornelius 


Buyer or NHC: 

Nobilis Health Corp. 
11700 Katy Freeway Ste. 300

Houston, Texas 77079 
Fax No.: (281) 840-5190 
Attn: General Counsel



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


Orrick, Herrington & Sutcliffe LLP 
1301 McKinney
Street, Suite 4100 
Houston, TX 77010 
Fax No.: 713-658-6401 
Attn:
David L. Ronn 


             Section
9.3      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. 

            
Section 9.4      Entire
Agreement. This Agreement, together with the schedules and exhibits
hereto, and the Transaction Documents constitute the entire agreement of the
Parties with respect to the subject matter thereof, and supersede all prior
agreements with respect thereto. 

             Section
9.5      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. 

31 




             Section
9.6      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
9.7      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
9.8      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
9.9      Dispute Resolution.
In the event of any dispute between the Parties as to the interpretation of any
provision of this Agreement (or the performance of obligations under this
Agreement) other than a dispute over the calculation the Closing Vascular EBITDA
or Anniversary Vascular EBITDA pursuant to Section 1.8 or the allocation
of the Purchase Price pursuant to Section 1.9, the Parties shall promptly
meet in a good faith effort to resolve the dispute. If the Parties do not agree
on a decision within 30 days after the first meeting on that topic, each Party
shall be free to pursue and exercise any and all legal rights 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 Federal courts located in Harris County,
Texas, which forum, the parties specifically agree, is a proper and convenient
dispute resolution forum. 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
9.10    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. 

             Section
9.11    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] 

32 




      
     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, LLC
    
	 	 
	 	By:    /s/ Harry
      Fleming                                                              
	 	Name: Harry Fleming 
	 	Title: Chief Executive Officer 
	 	 
	 	NHC: 
	 	 
	 	Nobilis Health Corp. 
	 	 
	 	By:    /s/ Harry
      Fleming                                                              
	 	Name: Harry Fleming 
	 	Title: Chief Executive Officer



Signature Page to Purchase Agreement 





	 	SELLERS: 
	 	  
	 	Arizona Center for Minimally Invasive
  
	 	Surgery, LLC 
	 	  
	 	By:    /s/ L. Philipp
      Wall,
      M.D.                                                  
       
	 	Name: L. Philipp Wall, M.D. 
	 	Title: President 
	 	  
	 	Arizona Vein & Vascular Center, LLC
    
	 	  
	 	By:    /s/ L. Philipp
      Wall,
      M.D.                                                  
      
	 	Name: L. Philipp Wall, M.D. 
	 	Title: President 
	 	  
	 	L. Philipp Wall, M.D., P.C. 
	 	  
	 	By:    /s/ L. Philipp
      Wall,
      M.D.                                                  
      
	 	Name: L. Philipp Wall, M.D. 
	 	Title: President 
	 	  
	 	OWNER: 
	 	  
	 	   /s/ L. Philipp
      Wall,
      M.D.                                                        
      
	 	Name: L. Philipp Wall, M.D.



Signature Page to Purchase Agreement