Nobilis Health Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Confidential treatment has been requested for portions of
this exhibit. The copy filed herewith omits the information subject to the
confidentiality request. Omissions are designated as [***]. A complete version
of this exhibit has been filed separately with the Securities and Exchange
Commission. 

Execution Version 

CONFIDENTIAL AGREEMENT 

This Confidential Agreement (the
“Agreement”) is made and entered into this 30th day of June, 2015
(the “Effective Date”), by and between (a) Nobilis Health Corp., a
British Columbia corporation (“Parent”), (b) Northstar Healthcare
Subco, LLC, a Delaware limited liability company (“Subco,” and,
together with Parent, “Nobilis”), (c) Athas Health, LLC, a Texas
limited liability company (“Athas”), (d) [***], and (d) the other
persons executing this Agreement as reflected on the signature pages hereto
(collectively, the “Athas Sellers”). Nobilis, Athas and the Athas
Sellers may be referred to collectively as the “Parties,” or as
appropriate, any one of the Parties may be referred to as “Party.”
Capitalized words not otherwise defined herein are defined in the MIPA
(defined below). In exchange for the Consideration set forth below (as
defined herein), the Parties agree to all of the terms and conditions stated
herein, including the recitals, which are of material consideration hereto: 

RECITALS 

WHEREAS, Nobilis and Athas
Sellers are parties to that certain Membership Interest Purchase Agreement (the
“MIPA”) dated as of November 26, 2014 (the “Closing
Date”), which is attached hereto as Exhibit 1, whereby Subco purchased
100% of the membership interest in Athas (the “Membership
Interest”) from the Athas Sellers; 

WHEREAS, as additional
consideration for the purchase of the Membership Interest, the Athas Sellers are
currently owed, in the aggregate, 4,666,667 shares of Nobilis common stock, of
which half was to be paid to the Athas Sellers on the first anniversary of the
MIPA’s closing date and half was to be paid on the second anniversary of the
MIPA’s closing date (collectively, the “Contingent Shares”); 

WHEREAS, [***];

WHEREAS, [***]; 

WHEREAS, Nobilis also believes that it is or may be entitled to
recover [***] of the [***] which total, in the aggregate, One Million Seven
Hundred Thousand Dollars ($1,700,000.00) [***], and Nobilis believes that it
will be entitled to collect [***], personally, Eight Hundred Fifty Thousand
Dollars ($850,000.00) [***] to cover certain expenses related to [***], all of
which [***] have contested; 

WHEREAS, [***];

WHEREAS, [***]; 

WHEREAS, the matters described in
these recitals are the hereinafter referred to as the “Disputes”;





WHEREAS, each Party denies all of
the claims alleged against it related to or arising out of the Disputes; and


WHEREAS, in order to avoid
further time, expense and uncertainties of litigation, the Parties desire to
settle and resolve their differences in accordance with the terms and conditions
set forth herein.

NOW, THEREFORE, in consideration
of the respective promises and the Consideration of the Parties set forth
herein, the Parties hereby agree to compromise and settle all disputes between
them relating to the matters made the basis of the Disputes, or related to or
arising out of the Disputes, as more fully set forth in the Disputes, and as
more fully set forth herein.

	I. 	
      Consideration




	 	A. 	
      Waiver of Membership Interest Purchase Agreement
      Indemnity. The Parties hereby irrevocably waive the MIPA’s Article
      XI in its entirety.

	 	 	 
	 	B. 	
      Consideration from the Athas
  Sellers.




	 	1. 	
      Reduction of Number of Issuable Contingent Shares.
      The aggregate number of shares of Nobilis common stock (“Common
      Shares”) owed by Nobilis to the Athas Sellers as Contingent Shares
      shall be reduced by Eight Hundred Thirty Six Thousand Twenty Nine
      (836,029) Common Shares, allocated among the Athas Sellers as set forth on
      Schedule 4 (the “Withheld Shares”) such that Nobilis
      shall owe the Athas Sellers, in the aggregate, Three Million Eight Hundred
      Thirty Thousand Six Hundred Thirty Seven (3,830,637) Common Shares (the
      “Settlement Shares”). The Parties agree that the Withheld
      Shares shall be credited against and shall extinguish the [***].

	 	 	 
	 	2. 	
      Sales Restrictions. From the Effective Date until
      July 1, 2016, the Athas Sellers shall not sell, contract to sell
      (including any short sale or other hedging transaction), or otherwise
      dispose of, or grant any option to purchase or otherwise transfer any
      Closing Shares or Settlement Shares, except:




	 	a. 	
      Through private brokered or “block” sales pursuant to
      Rule 144 of the Securities Act of 1933, as amended (the “Securities
      Act”), if available at the time of sale, or other available
      exemption from registration under the Securities Act, for sale in the
      United States.

	 	 	 
	 	b. 	
      Through controlled sales by and through PI Financial
      Corp. or Mackie Research Capital Corporation, where such sales are
      conducted after giving prior written notice to Nobilis and in a manner
      designed to protect the trading price of the Common Shares. Athas Sellers
      hereby agree to permit PI Financial Corp. or Mackie Research Capital
      Corporation, as applicable, to consult with Nobilis with respect to such
      trading strategies for any sales conducted pursuant to this
    provision.








	 	c. 	
      Each Athas Seller who will have received, after giving
      effect to this Agreement, an aggregate number of Closing Shares and
      Settlement Shares that is equal to or less than 150,000, may sell
      shares:




	 	i. 	
      in an amount that shall not exceed, in the aggregate over
      any 30 consecutive trading days, that number of shares which equals 1/3 of
      such Athas Seller’s aggregate holdings of Common Shares as of the
      Effective Date, and

	 	 	 
	 	ii. 	
      in an amount that shall not exceed, on any given trading
      day, 5,000 shares.




	 	d. 	
      Athas Sellers may make sales or purchases of additional
      shares of Common Stock that are acquired on the open market after the
      Effective Date of this Agreement;

	 	 	 
	 	e. 	
      Athas Sellers may transfer Closing Shares or Settlement
      Shares between one or more other Athas Sellers, subject to this
      Agreement;

	 	 	 
	 	f. 	
      Athas Sellers may transfer shares with the prior written
      consent of Parent, which may be granted or withheld in Parent’s sole
      discretion;

	 	 	 
	 	g. 	
      if an Athas Seller is a corporation, limited liability
      company, partnership or trust, such Athas Seller may transfer its Closing
      Shares or Settlement Shares to any Affiliate (as defined in the
      Registration Rights Agreement); and

	 	 	 
	 	h. 	
      if an Athas Seller is an individual, such Athas Seller
      may transfer its Closing Shares or Settlement Shares by gift, will or
      intestacy to one or more Immediate Family Member (as defined in the
      Registration Rights Agreement) or to a trust or partnership, the
      beneficiaries or partners of which are exclusively the Athas Seller or the
      Athas Seller’s Immediate Family Member(s); provided, however, that in such
      case it shall be a condition to such transfer that the transferee execute
      an agreement stating that the transferee is receiving and holding such
      Common Shares subject to the provisions of this Agreement, and provided
      further that such transfer not involve a disposition for
  value.



In order to assure the Athas Sellers
of their ability to utilize Rule 144 as described in Section 2a above, Nobilis
hereby covenants (i) to respond to requests for transfer of Closing Shares or
Settlement Shares (and removal of restrictive legends thereon) within five
business days of the date that Rule 144 paperwork is submitted on behalf of an
Athas Seller by the applicable securities brokerage firm and (ii) to provide the
opinion of counsel within such time period at its expense to Nobilis’ transfer
agent that may be required for the transfer of such Common Shares pursuant to
Rule 144. 





	 	3. 	
      Releases by Athas Sellers. The Athas Sellers shall
      provide the releases set forth in Section III.




	 	C. 	
      Consideration from Nobilis and
  Athas.




	 	1. 	
      Payment of Settlement Shares. Effective as of the
      Effective Date, Nobilis has authorized for issuance to each Athas Seller
      the Settlement Shares in the amounts listed across from each such Athas
      Seller’s name on the treasury order, the form of which is attached as
      Schedule 3, and Nobilis covenants to provide the applicable
      certificates for such Settlement Shares on the earlier of (i) the date
      that is fifteen (15) business days following the Effective Date and (ii)
      the date on which Parent receives required approvals from both the NYSE
      MKT and the TSX regarding the issuance of Common Shares subject to such
      treasury order. Nobilis covenants to complete all required listing
      applications of the NYSE MKT and the TSX no later than August 31, 2015 and
      respond diligently to all requests of the NYSE MKT and TSX in connection
      therewith. In any event, Nobilis agrees that the holding period for Rule
      144 purposes in respect of Settlement Shares shall commence with the
      authorization of such issuance as of the Effective Date. The Athas Sellers
      hereby jointly and severally represent and warrant that the number of
      Settlement Shares listed across from each such Athas Seller’s name
      represents all of the Settlement Shares to which such Athas Seller is
      entitled and that the amounts listed were determined solely by the mutual
      agreement of the Athas Sellers. Nobilis shall have no liability to any
      Athas Seller for any disputes arising out of or related to the amount or
      number of Settlement Shares such Athas Seller receives or is entitled to
      receive, including, without limitation, any disputes related to the
      proportion of Withheld Shares attributable to such Athas Seller.

	 	 	 
	 	2. 	
      [***].

	 	 	 
	 	3. 	
      [***].

	 	 	 
	 	4. 	
      [***].

	 	 	 
	 	5. 	
      Removal of Restrictive Legends. Parent shall
      immediately instruct its transfer agent to remove any existing legends
      related to the contractual lock up from the Closing Shares. Nobilis
      further covenants that certificates representing the Settlement Shares
      will not contain any restrictive legends other than those required by the
      Securities Act or the TSX.








	 	6. 	
      Registration of Closing Shares and Settlement
      Shares. Nobilis shall to use commercially reasonable efforts to
      include such of the Closing Shares and Settlement Shares that Athas
      Sellers elect to include, pursuant to their rights under the Registration
      Rights Agreement, for registration in the Registration Statement on Form
      S-1 pursuant to the Securities Act being prepared by Parent pursuant to
      the Underwriting Agreement by and between Parent and Mackie Capital
      Research (“Mackie”) dated as of May 13, 2015. Athas Sellers
      acknowledge that the inclusion of the Closing Shares and Settlement Shares
      is subject to Mackie’s consent. In the event that Mackie does not consent
      to the inclusion of the Closing Shares and the Settlement Shares in the
      Registration Statement, Nobilis acknowledges that it is bound by the terms
      of Section 2 of the Registration Rights Agreement.

	 	 	 
	 	7. 	
      Releases by Nobilis, Athas and [***]. Nobilis,
      Athas and [***] shall provide the releases set forth in Section
  II.

	 	 	 
	 	8. 	
      Several Liability. Nobilis hereby agrees that,
      from and after the Effective Date, it shall only be entitled to seek
      indemnification under Section 11.1 of the MIPA on a several basis from the
      Sellers (as defined in the MIPA) who are not Parties hereto (individually,
      a “Non-Party Seller,” and two or more are “Non-Party
      Sellers”)



On the Effective Date, the
indemnification provided for in the MIPA’s Article XI shall terminate with
respect to claims for indemnity between any Party to this Agreement and no Party
shall bring any claim pursuant to such Article XI thereafter; provided, however,
the foregoing shall not apply with respect to the Non-Party Sellers as set forth
in Section I(C)(8) above. 

	 	D. 	
      Section A, Section B, Section C and
      Section D of this Section I are the
      “Consideration”.




	II. 	
      Releases by Nobilis, Athas and
  [***]



Nobilis, Athas and [***] each (on
behalf of itself and its respective subsidiaries) do hereby fully RELEASE,
ACQUIT AND FOREVER DISCHARGE each of the Athas Sellers (and their respective
affiliates), individually and collectively, and Chris Lloyd, individually and in
his capacities as an officer, director and/or manager of each Nobilis, Athas and
[***] (and each of their respective subsidiaries), from any and all claims,
demands, causes of action, liabilities, expenses or costs of any character or
nature, known or unknown, asserted or that could have been asserted (i) in the
Disputes, and/or which arise out of the matters made or that could have been
made the basis of the Disputes, or (ii) in connection with the negotiation and
execution of this Agreement, in each case including, but not limited to, any and
all claims, arising out of contracts, torts, or property rights, whether arising
under statutory or common law, at law or in equity, that are now recognized by
law, statute, regulation, judicial decision, INCLUDING, BUT NOT LIMITED TO, the
following: all actual damages; exemplary, treble or punitive damages, penalties
of any kind; loss of income; common law and statutory penalties; damages to real
or personal property or property rights; economic or business losses; all claims
for attorneys’ fees and costs; prejudgment and post-judgment interest, and
injunctive relief. This release does not apply to the performance by an Athas
Seller of its respective obligations under this Agreement or otherwise to any
breach of this Agreement and any matter not contemplated by subparts (i) and
(ii) of this Section II. 









	
III. 		
Releases by Athas Sellers

	


Each Athas Seller (on behalf of itself and its affiliates) does hereby fully RELEASE, ACQUIT AND FOREVER DISCHARGE (a) Chris Lloyd, individually, and in his capacity as an officer, director and/or manager of each of
Nobilis, Athas and [***] (and each of their respective subsidiaries), (b) Steven Ganss in his capacity as Seller Representative, and (c) each of Nobilis, Athas and [***] (and each of their respective subsidiaries) from any and all claims, demands,
causes of action, liabilities, expenses or costs of any character or nature, known or unknown, asserted or that could have been asserted (i) in the Disputes, and/or which arise out of the matters made or could have been made the basis of the
Disputes, or (ii) in connection with the negotiation and execution of this Agreement, in each case including, but not limited to, any and all claims, arising out of contracts, torts, or property rights, whether arising under statutory or common law,
at law or in equity, that are now recognized by law, statute, regulation, judicial decision, INCLUDING, BUT NOT LIMITED TO, the following: all actual damages; exemplary, treble or punitive damages, penalties of any kind; loss of income; common law
and statutory penalties; damages to real or personal property or property rights; economic or business losses; all claims for attorneys’ fees and costs; prejudgment and post-judgment interest, and injunctive relief.  This release does not
apply to the performance by Nobilis, Athas or [***] of their respective obligations under this Agreement and any matter not contemplated by subparts (i) and (ii) of this Section III. 

	
IV. 		
Indemnity.

	









	 	A. 	
      Lloyd and Ganss Indemnity. Nobilis shall indemnify
      and hold harmless Chris Lloyd, individually and in his capacity as an
      officer, director and/or manager of Nobilis or Athas, and Steven Ganss in
      his capacity as Seller Representative, from and against any losses,
      including reasonable attorney’s fees, for any claims brought by any
      Non-Party Seller related to or arising out of (i) the Disputes or the
      matters made the basis of the Disputes, or (ii) in connection with the
      negotiation and execution of this Agreement.

	 	 	 
	 	B. 	
      Athas Seller Indemnity. Nobilis shall indemnify
      and hold harmless each Athas Seller, individually, from and against any
      losses, including reasonable attorney’s fees, related to any judgment for
      which an Athas Seller would be personally liable (which, for clarity, does
      not include liability in his or her capacity as an officer, director
      and/or manager of [***] or Athas) that is entered in either the
      Elite Litigation or the [***].




	V. 	
      Warranties




	 	1. 	
      The Parties warrant and represent to each other that each
      has the authority to bind himself/herself/itself hereunder in the
      capacities stated herein, that each is competent to execute this Agreement
      and was fully informed of its terms, contents, conditions, and effects
      before executing this instrument, and that in executing this Agreement, no
      promise or representation of any kind has been made to them, except as
      expressly stated in this Agreement. The Parties represent that they have
      relied solely upon their own judgment after consulting with counsel, that
      neither is relying on any representation of another Party or another
      Party’s counsel except as contained in this Agreement, and that they fully
      understand the terms of this Agreement and that the Consideration
      mentioned is all the Consideration to be received for the claims released
      herein and the execution of this Agreement.

	 	 	 
	 	2. 	
      The Parties represent and warrant that this Agreement and
      the Consideration and the respective releases provided in Sections II and
      III (collectively, the “Releases”) are being made by the
      Parties as a final compromise and settlement of disputed claims and causes
      of action, and that such Agreement and Consideration and Releases are not
      to be construed as an admission of liability of any fact on the part of
      any Party. The Parties have expressly denied any liability to one another.
      It is contracted that neither this Agreement, nor the compromise and
      settlement agreement evidenced hereby, shall be used against any Party as
      evidence of liability or for estoppel in any suit, claim or proceeding of
      any nature. However, this Agreement may be asserted by either Party (a) as
      an absolute and final bar to any claim or proceeding now pending or
      hereafter brought by any person, firm or corporation claiming by, through
      or under the other Party alleging claims related to the subject matter of
      the Disputes or the Agreement, or (b) in any action to enforce the terms
      of this Agreement.








	 	3. 	
      By the signatures below, the Parties represent and
      warrant that the undersigned signatories are authorized to execute this
      Agreement and understand that this Agreement constitutes a final and
      complete release of claims as more fully set forth
above.




	VI. 	
      Successors and Assigns



This Agreement is binding upon
and inures to the benefit of the Parties, in all capacities, including their
parent, subsidiary and affiliate corporations, attorneys, officers, directors,
employees, agents, successors, heirs, predecessors, assigns and legal
representatives, and anyone claiming by, through or under them. As part of the
consideration, the Parties expressly represent and warrant for themselves, and
their parent, subsidiary and affiliate corporations, attorneys, officers,
directors, employees, agents, successors, heirs, predecessors, assigns and legal
representatives that (1) the undersigned is legally competent and authorized to
execute this Agreement, and (2) the Party has not assigned, pledged or otherwise
in any manner whatsoever sold or transferred any right, title or interest which
it had or may have in the claims hereby released or the Disputes. 

	VII. 	
      Confidentiality



In exchange for the Consideration
and Releases herein, and except as may be required for the dismissal of the
Lawsuit and related proceedings, or the enforcement or carrying out the terms of
this Agreement, the Parties agree to keep the nature and terms of this
Agreement, and the Consideration, as well as any negotiations relating thereto
(referred to collectively as “Confidential Information”),
confidential through, and further agree not to divulge Confidential Information
to any persons (including, but not limited to, any experts, third parties,
consultants, witnesses, and/or agents or representatives of the press of media),
except to their attorneys, accountants, financial advisors and like
professionals, as reasonably necessary, in the ordinary course of handling the
Disputes and the ordinary course of business and as required by law. Public
dissemination and disclosure to the press or media shall not be deemed to be in
the ordinary course of handling the Disputes or the ordinary course of business.
If inquiry is made, a Party may respond that the Disputes have been amicably
resolved or settled by mutual agreement. The Parties acknowledge that the harm
caused by a breach of this Confidentiality provision is difficult to estimate or
incapable of estimation, and that any breach of this Confidentiality provision
shall entitle a non-breaching Party to immediate injunctive relief, together
with all costs and fees associated with seeking such relief. Notwithstanding the
foregoing provisions, in the event that Nobilis should be required by applicable
law (which, for the avoidance of doubt, includes obligations pursuant to the
Securities Act and the Securities Exchange Act of 1934, as amended) or legal
process to disclose any Confidential Information, or to the extent that, in
Nobilis’ counsel’s reasonable discretion, disclosure of the terms of this
Agreement is necessary to effectuate the purpose of this Agreement (which, for
the avoidance of doubt, includes disclosure in connection with any registration
of the Closing Shares and the Settlement Shares under the Securities Act), such
disclosure shall not constitute a breach of this Confidentiality provision. 

	VIII. 	
      No other
representations







All agreements and understandings
of all parties are embodied and expressed in this Agreement; and no other
representation of any kind has been made to either Party with respect to this
settlement by the other Party or any other person, firm, association,
corporation, or other entity acting on its behalf except as expressly set forth
herein.

	IX. 	
      Severability



The provisions of this Agreement
are severable. If for any reason any provision of this Agreement is determined
to be invalid, unenforceable, or contrary to any existing or future law to any
extent, such provision shall be enforced to the extent permissible under the law
and such invalidity, unenforceability, or illegality shall not impair the
operations of or otherwise affect those portions of this Agreement which are
valid, enforceable, and legal. No Party to this Agreement shall initiate any
proceeding challenging the validity or enforceability of any provision of this
Agreement once it has been signed. The Parties reserve only their right to
enforce the terms and provisions of this Agreement to the extent that they are
not fully performed by any other Party.

	X. 	
      Governing Law



This Agreement is entered into,
and shall be governed by, construed in accordance with, and enforced under the
laws of the State of Texas. The terms and conditions contained in this Agreement
are not mere recitals, but are obligations binding the Parties in accordance
with, and to the fullest extent of, Texas law.

	XI. 	
      Construction



This Agreement has been prepared
jointly by the Parties, and each Party has had an opportunity to consult with
legal counsel concerning its content. No ambiguity in the language of this
Agreement shall be construed against any Party, and no presumption or burden of
proof shall arise favoring or disfavoring any Party because of the authorship of
any provision of this Agreement.

	XII. 	
      Entire Agreement



This Agreement is a fully
integrated agreement. It contains the full and final expression of the Parties
relative to its subject matter and all the promises and covenants exchanged by
the Parties. This Agreement constitutes the entire contract between the Parties
and supersedes any and all prior or contemporaneous agreements, communications,
or understandings, whether written or unwritten, between or among any of the
Parties with respect to the matters set forth herein. It is intended by the
Parties that this Agreement shall be complete and shall not be subject to the
claim of mistake of fact or law by the Parties. It is expressly understood and
agreed that this Agreement may not be altered, amended, modified, or otherwise
changed in any respect whatsoever except by an executed written agreement. The
Parties hereto agree that they will make no claim at any time or place that this
Agreement has been orally altered or modified or otherwise changed by oral
communication of any kind or character. The waiver by either Party hereto of any
breach of any provision of this Agreement shall not constitute or operate as a
waiver of any breach or any other provision herein, nor shall failure to enforce
any provision herein operate as a waiver at such time or at any future time of
performance of any other provision herein.





	XIII. 	
      Counterparts



This Agreement may be executed in
one or more counterparts by each Party hereto (including by facsimile or .pdf
file by electronic mail), each of which shall be deemed to be an original and
all of which taken together shall constitute one and the same Agreement.

[Remainder of page intentionally left blank. Signature
pages follows.] 

 

 




IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be duly executed and delivered on the
date inscribed below their respective signatures, and the individuals signing
this Agreement warrant and represent that they have the authority to bind
themselves and the Parties to the terms of this Agreement. 

	Subco: 	 
	 	 	 
	Northstar Healthcare Subco, LLC 	 
	 	 
	By: 	/s/
      Matthew K. Maruca 	 
	Matthew K. Maruca, General Counsel 	 
	 	 
	  	  	 
	NOBILIS: 	 
	 	 	 
	Nobilis Health Corp. 	 
	 	 
	By: 	/s/
      Kenneth J. Klein 	 
	Kenneth J. Klein, CFO 	 
	  	  	 
	ATHAS: 	 
	 	 	 
	Athas Health, LLC 	 
	 	 
	By: 	
      /s/ Andy Chen 
	 
	Andy Chen, CFO 	 
	 	 
	  	  	 
	[***] 	 	 
	 	 	 
	[***] 	 	 
	 	 	 
	By: 	 
    	 
	[***] 	 	 
	  	  	 
	 	 	 
	[Signatures continue on next page] 	 







	ATHAS SELLERS:
    	 
	 	 	 
	/s/
      Chris Lloyd 	 
	Chris H. Lloyd 	 
	 	 	 
	The Wells Children’s Irrevocable Trust 	 
	 	 
	By: 	/s/
      Jay V. Wells 	 
	Name: 	Jay Wells
	 
	Title: 	Trustee 	 
	  	  	 
	The Vance Wells Irrevocable Asset Trust 	 
	 	 
	By: 	/s/
      Vance Wells 	 
	Name: 	Vance Wells
    	 
	Title: 	Trustee 	 
	 	 	 
	The Kym Wells Irrevocable Asset Trust 	 
	 	 
	By: 	/s/
      Kim Wells 	 
	Name: 	Kym
      Wells 	 
	Title: 	Trustee 	 
	  	  	 
	/s/
      Vance Wells 	 
	Vance Wells 	 
	  	  	 
	The Ganss Irrevocable Trust 	 
	 	 
	By: 	/s/
      Carter Ganss 	 
	Name: 	Carter
      Ganss 	 
	Title: 	Trustee 	 
	 	 	 
	The Steven Ganss Irrevocable Asset Trust 	 
	 	 
	By: 	/s/
      Steven Ganss 	 
	Name: 	Steven
      Ganss 	 
	Title: 	 
    	 
	 	 	 
	[Signatures continue on next page] 	 


12 





	The Amy Ganss Irrevocable Asset Trust 	 
	  	  	 
	By: 	/s/
      Amy Ganss 	 
	Name: 	Amy
      Ganss 	 
	Title: 	 	 
	  	  	 
	/s/ 	Steve
      Ganss 	 
	Steve Ganss 	 
	  	  	 
	/s/ 	Alex
      Noffsinger 	 
	Alex Noffsinger 	 
	  	  	 
	/s/ 	Nick
      Lloyd 	 
	Nick Lloyd 	 
	  	  	 
	/s/ 	Tyler
      Holland 	 
	Tyler Holland 	 
	  	  	 
	/s/ 	Lewis
      Lefko 	 
	Lewis Lefko 	 
	  	  	 
	/s/ 	Brett
      Lamb 	 
	Brett Lamb 	 
	  	  	 
	/s/ 	Doug
      Johnson 	 
	Doug Johnson 	 
	  	  	 
	/s/ 	Christopher Smith 	 
	Christopher Smith 	 
	  	  	 
	/s/ 	John
      Lookabaugh 	 
	John Lookabaugh 	 
	  	  	 
	/s/ 	Jonathan Herland 	 
	Jonathan Herland 	 
	  	  	 
	/s/ 	Greg
      Campbell 	 
	Greg Campbell 	 
	  	  	 
	  	  	 
	[Signatures continue on next page] 	 


13 





	/s/ 	Brad
      Nelson 	 
	Brad Nelson 	 
	  	  	 
	/s/ 	Keith
      Crider 	 
	Keith Crider 	 
	  	  	 
	/s/ 	Christopher Quinn 	 
	Christopher Quinn 	 
	  	  	 
	/s/ 	Erin
      Bouck 	 
	Erin Bouck 	 
	  	  	 
	/s/ 	Chance
      McElhaney 	 
	Chance McElhaney 	 
	  	  	 
	Cottonwood Family Trust 	 
	  	  	 
	By:  	/s/
      Shelley Arnette	 
	Name:  	Shelley Arnette	 
	Title: 	Trustee	 
	  	  	 
	/s/ 	Melanie Gross 	 
	Melanie Gross 	 


14 




Schedule 1 

[***] 

15 




Schedule 2 

[***] 

16 




Schedule 3 

[***] 

17 




Schedule 4 

[***] 

18